Common use of Properties Clause in Contracts

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or reports identified in the case of leased property and leased tangible assets, a valid leasehold interest in, Disclosure Schedule list all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in owned (the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, "Owned Property") or leased as lessor or lessee (the "Leased Property" and other similar rights or restrictions that were not incurred in connection collectively with the borrowing of money or Owned Property, the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv"Property") existing Liens disclosed in by the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) Except as stated in the Disclosure Schedule, none of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree purchase options, rights of first refusal 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timepreferential purchase rights. (c) The Leased Property has been leased by the Company on the terms and conditions stated in the lease and amendments identified in the Disclosure Schedule. All obligations towards the lessors arising from the lease agreements referred to before have been complied with in all material respects. There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property disputes regarding those agreements pending or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedthreatened. (d) Each To the best of the Company's knowledge, except as set forth on the Disclosure Schedule, no adjacent buildings or improvements extend across the boundaries of the Owned Property and no buildings or improvements forming part of the Owned Property extend onto any adjacent sites. (e) Other than properties in the Triad Business Park which have been sold, the Company has not owned or leased any Property except the Property. (f) The Disclosure Schedule contains a true, correct and its Subsidiaries has complied with the terms complete list of all leases to which it is a partyleases, subleases, tenancies, licenses and other rights of occupancy or use for all or any portion of any Property, and all such leases are guarantees and other agreements in full force respect thereof, all as amended, renewed and effectextended to the date thereof, except for any such noncompliance whether oral or failure written (the "Leases"). (g) The Company has heretofore delivered to be in full force Acquisition a true, correct and effect that, individually complete copy of each Lease (or written summary thereof in the aggregatecase of oral Leases). (h) Each current tenant (the "Tenant") is in actual possession of its leased premises. No Rents violate any applicable law. For purposes of this Section 5, has not had the term "Rents" is defined to mean the basic, and would not reasonably be expected additional and percentage rents, all pass-throughs of taxes, expenses or other items, and all other sums payable by the Tenant to have a Material Adverse Effect. Each of the Company lessor (including, without limitation, utility charges) during the original and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19renewal terms thereof.

Properties. (a) The Company Pivotal and its Subsidiaries do not own any real property. (b) Except as would not, individually or in the aggregate, be material to Pivotal and its Subsidiaries, taken as a whole, Pivotal or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, in all of its real properties and tangible assets constituting personal property (excluding, that are necessary for purposes of this sentence, assets held under leases)Pivotal and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company Pivotal or such Subsidiary consistent with past practice Subsidiary, (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company Pivotal and its Subsidiaries as currently conducted conducted, (iv) Liens specifically reflected on the Most Recent Pivotal Balance Sheet, (v) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (vi) zoning, building and other similar codes and regulations which are not violated in any material respect by the use and operation of any property of Pivotal and its Subsidiaries, (vii) Liens, easements, rights-of-way, covenants and other similar restrictions that have been placed by any developer, landlord or other Person on property over which Pivotal or any of its Subsidiaries has easement rights or on any property leased by Pivotal or any of its Subsidiaries and subordination or similar agreements relating thereto, in each case that do not adversely affect in any material respect the occupancy or use of any property of Pivotal and its Subsidiaries, and (viii) transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws (“Permitted Liens”). (b) . Section 4.18(b3.18(a) of the Company Pivotal Disclosure Letter sets forth a true and complete list of all real property owned by leased for the Company benefit of Pivotal or any of its Subsidiaries (“Owned Real Property”) and all property leased pursuant to a Contract providing for the benefit annual aggregate rent in excess of the Company or any of its Subsidiaries (“Leased Real Property”)$5,000,000. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, Except as would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed the tangible personal property currently used in Section 4.5 the operation of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases business of Leased Real Property shall remain valid Pivotal and binding its Subsidiaries is in accordance with their terms following the Effective Timegood working order (reasonable wear and tear excepted). (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company Pivotal and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company Pivotal and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 section 3.18 does not relate to intellectual property, which is the subject of Section 4.19section 3.19.

Properties. (a) The Company or one of its KGS and the Subsidiaries has have good and valid fee title to, or in the case of leased property and leased tangible assetshave valid interests by easement, a valid leasehold interest Contract or otherwise in, all of its property and assets constituting (whether real, personal, tangible or intangible) reflected on the KGS Balance Sheet or acquired after the Balance Sheet Date in all material respects to all real and personal property that is necessary for KGS and the Subsidiaries to conduct its business as currently being conducted. Gas Services GP and each of the KWK Entities have good and valid fee title to, or have valid rights of interests by easement, Contract or otherwise in, all property and assets (excludingwhether real, for purposes personal, tangible or intangible) used in the business of this sentenceGas Services GP or the KWK Entities, as applicable. None of any of the aforementioned property or assets held under leases)is subject to any Lien, free and clear of all Liens other than except (i) statutory ad valorem and real estate and other Liens disclosed on Section 3.16 of the Seller Disclosure Schedules; (ii) Liens disclosed on the KGS Balance Sheet or notes thereto; (iii) Liens for current taxes taxes, assessments and assessments similar charges that are not yet past due or the amount or validity of which is are being contested in good faith by appropriate proceedings, faith; (iiiv) mechanics’, workmenmechanic’s, repairmenmaterialman’s, landlordcarrier’s, warehousemen’s, carriers’ or repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith; (v) Liens incurred in the ordinary course of business since the Balance Sheet Date none of which are material to the ownership, use or operation of the Company assets of the Sold Entities; or such Subsidiary consistent with past practice (iiivi) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do Liens which are not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in material to the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and or operation of the assets to which they relate in the business of the Company and its Subsidiaries Sold Entities, taken as currently conducted whole (clauses (i) –(vi) of this Section 3.16 are, collectively, the “Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple Except as would not reasonably be expected to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except ashave, individually or in the aggregate, a Material Adverse Effect: (i) each Sold Entity has such easements, licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests (each, a “Right-of-Way”) that are necessary for the Sold Entities to own, use and operate their respective assets and properties in the manner that such assets and properties are currently owned, used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Permitted Liens), (ii) the Rights-of-Way grant the rights purported to be granted thereby, (iii) each Sold Entity conducts its business and has and is being operated in a manner that does not had violate in any material respect any of the Rights-of-Way, (iv) each Sold Entity has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and (v) no event has occurred or circumstance exists that allows, or after the giving of notice or the passage of time, or both, would allow limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the holder of any such Rights-of-Way. All pipelines operated by the Sold Entities are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by any Sold Entity of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that have not and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatto, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each materially impair the conduct of the Company business of the Sold Entities, taken as a whole, as currently, and as currently planned by the Sold Entities to be, conducted. (c) All tangible personal property owned, leased or licensed by the Sold Entities is adequate for its Subsidiaries enjoys peaceful and undisturbed possession under present uses in all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19material respects.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.14(b) of the Company Disclosure Letter sets forth as of the date of this Agreement, the address of all Leased Real Property over 5,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Leased Real Property and a list, as of the date of this Agreement, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Real Property Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Leased Real Property over 5,000 square feet or any portion thereof. The Leased Real Property constitutes all of the real property used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or one of its Subsidiaries has owns good and valid and legally compliant leasehold title to, or (to the extent such concepts are applicable in the case of leased property and leased tangible assets, a valid jurisdiction(s) governing such leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), title) to the Leased Real Property free and clear of all Liens other than Liens, except (i) statutory ad valorem Permitted Liens and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions respects that were would not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to be, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets material to which they relate in the business of the Company and its Subsidiaries Subsidiaries, taken as currently conducted (“Permitted Liens”)a whole. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company or one and each of its Subsidiaries has good and valid marketable title toto all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by 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 in materially interfere with the case present use of leased property and leased tangible assets, a valid leasehold interest in, all the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its assets constituting Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (excludingnormal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for purposes the current business of this sentencethe Company and its Subsidiaries. To the Knowledge of the Company, assets held under leases)none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments except such Liens, if any, that are not yet past due or the material in character, amount or validity of which is being contested in good faith by appropriate proceedingsextent, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notnot materially detract from the value, individually or in materially interfere with the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets properties subject thereto or affected thereby. With respect to which they relate personal property used in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of that is leased rather than owned, neither the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or nor any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title is in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19lease.

Properties. (a) (i) The Company or one and each of its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all of its material real properties and material tangible assets constituting personal property and (excludingii) all such assets and real properties, for purposes other than assets and real properties in which the Company or any of this sentenceits Subsidiaries has leasehold interests, assets held under leases), are free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.21(b) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list of all real property and interests in real property, if any, currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased for the benefit of leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $100,000 or more (each, a “Leased Real Property”). Each of , (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company and or its Subsidiaries has (i) good and marketable title in fee simple related to all Owned such Leased Real Property and (iiiv) good leasehold title to a description of the applicable lease, sublease or other agreement therefore and any and all Leased Real Propertyamendments, in each casemodifications, free side letters relating thereto. All of the leases, subleases and clear other agreements (each, a “Lease Agreement”) of all Liens except Permitted Liens. No parcel of Owned Real Property or the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby. Except as set forth in Section 4.21(b) of the Company Disclosure Schedule, no Lease Agreement is subject to any governmental decree Lien other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or order other agreement granting to any third party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material obligations required to be sold or is being condemned, expropriated or otherwise taken performed by any public authority with or without payment of compensation therefor, nor, it to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectdate under each Lease Agreement, and there exists are no default under any such lease by the Company, any of its Subsidiaries outstanding defaults or any other party thereto, nor any event circumstances which, with upon the giving of notice or lapse passage of time or both, would constitute a default thereunder or breach by the Company, any of its Subsidiaries or party under any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeLease Agreement. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge Except as set forth in Section 4.21(b) of the CompanyCompany Disclosure Schedule, with respect to each Leased Real Property by Property, neither the Company or nor any of its Subsidiaries for the current has subleased, licensed or contemplated otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of such real property. To the knowledge its Subsidiaries enjoy peaceful and undisturbed possession of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or and the Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Company Section 5.03(s)(i) of FNBB’s Disclosure Schedule contains a complete and correct list of all real property or one premises owned or operated by FNBB as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of FNBB’s Disclosure Schedule, none of FNBB or any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of FNBB’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by FNBB or any of its Subsidiaries, and together with a list of applicable leases or subleases and the case name of leased property and leased tangible assets, a valid leasehold interest inthe lessor or sublessor. (iii) To FNBB’s Knowledge, all real and personal property owned by FNBB or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. FNBB has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of FNBB as of September 30, 2017 included in FNBB’s SEC Reports, or acquired after such date, other than properties sold by FNBB or any of its Subsidiaries in the ordinary course of business, except (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business of the Company or such Subsidiary consistent with past practice practice, (iiiC) encumbrances such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, (D) as reflected on real property the consolidated balance sheet of FNBB as of September 30, 2017 included in FNBB’s SEC Reports and/or (E) as shown on the nature title policies listed in Section 5.03(s)(iii) of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, FNBB’s Disclosure Schedule. (iv) existing Liens disclosed in the CompanyAll real and personal property which is material to FNBB’s business on a consolidated balance sheet as at December 31, 2010 (basis and leased or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned licensed by the Company FNBB or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit is held pursuant to leases or licenses which are valid obligations of the Company FNBB or any of its Subsidiaries (“Leased Real Property”). Each and, to FNBB’s Knowledge, are valid and binding obligations of the Company other parties thereto, enforceable against FNBB or such Subsidiary of FNBB, and its Subsidiaries has to FNBB’s Knowledge, the other parties thereto, in accordance with their terms (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and clear similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). (v) Except as set forth in Section 5.03(s)(v) of FNBB’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and FNBB and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither FNBB nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of FNBB as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To FNBB’s Knowledge, FNBB and its Subsidiaries are in compliance with all Liens except Permitted Liensapplicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended. No parcel None of Owned Real Property the owned or Leased Real Property is subject to any governmental decree leased premises or order to be sold properties described in paragraph (i) or is being condemned, expropriated (ii) above have been condemned or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation Governmental Entity and no condemnation or taking been proposed. All leases of Leased Real Property is threatened or contemplated and all amendments and modifications thereto are in full force and effectnone thereof is subject to any claim, and there exists no default under any such lease by the Company, any of its Subsidiaries contract or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not law which could reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals materially and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual adversely affect its use or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries value for the current or contemplated use purposes now made of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedit. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. 12.1 Prior to Completion, but subject to clause 12.4, the Seller shall procure that the Company is granted a lease in respect of each Real Property (or part of it, as the case may be) used by the Sky News Business as at the date of this agreement. 12.2 Each lease granted pursuant to clause 12.1 shall be in a form approved by the Purchaser, acting reasonably, but shall: (a) The Company or one be for a term of its Subsidiaries has good and valid title tonot less than 15 years from Completion, or in the case of leased property and leased tangible assets, with a valid leasehold interest in, all of its assets constituting personal property (excluding, contractual right to renew for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business a further 5 years from expiry of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”).initial term; (b) Section 4.18(bbe on an arm’s length basis, on reasonable commercial terms and in a form appropriate to the jurisdiction in which the relevant Real Property is situated; (c) enable the Company to continue to use the relevant Real Property in the same manner as it is used by Sky News as at the date of this agreement; and (d) not impose any additional costs on the Company in respect of the relevant Real Property compared with the costs incurred by Sky News in relation to that Real Property in the period of 12 months immediately before Completion. 12.3 If any lease granted to the Company Disclosure Letter sets forth pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a true Real Property (or part of it) which, as at the date of this agreement, forms part of a wider building or site that is used by both the Sky News Business and complete list of all real property owned the Non-Sky News Business, the Seller shall procure (on terms approved by the Purchaser, acting reasonably) that from Completion all appropriate rights, facilities services arrangements and other agreements are put in place at no cost to the Company (including in respect of any separation works) to reflect the principle that the Company may continue to use the relevant Real Property in the same manner as it is used by Sky News at the date of this agreement. 12.4 If the Seller is unable to comply with clause 12.1 as a result of a restriction or any prohibition in a superior lease or other contract relating to the relevant Real Property in effect as at the date of its Subsidiaries (“Owned Real Property”) and all property leased for this agreement or the benefit Company is not in exclusive possession of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned relevant Real Property or Leased Real Property is subject it would be otherwise impractical 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, grant a lease having regard to the knowledge configuration of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased relevant Real Property and all amendments and modifications thereto are in full force and effectother circumstances: (a) if applicable, and there exists the Seller shall (at no default under any such lease by cost to the Company, any of its Subsidiaries ) use all reasonable and commercially prudent endeavours to procure that the restriction or any other party thereto, nor any event which, with notice prohibition is waived or lapse of time or both, would constitute amended prior to Completion to allow a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably lease to be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding granted in accordance with their terms following the Effective Time.clauses 12.1 and 12.2; and (cb) There are no contractual or legal restrictions that preclude or materially restrict if, having complied with clause 12.4(a), the ability Seller is unable to use any Owned comply with clause 12.1 in respect of a Real Property or(or part of it, as the case may be) used by Sky News at the date of this agreement, the Seller shall procure that the Company is granted a right to the knowledge of the Company, Leased occupy that Real Property (or the relevant part of it) on terms approved by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the CompanyPurchaser, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyacting reasonably, and all such leases are in full force and effect, except for any such noncompliance or failure otherwise consistent with clauses 12.2(a) 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.1912.2(d).

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.9(a) of the Company Disclosure Letter sets forth a true and complete list Schedules lists or describes, as of the Agreement Date: (i) all interests in real property owned by the Company and each of its Subsidiaries; (ii) all OREO owned by the Company and each of its Subsidiaries; and (iii) each lease of real property to which the Company or any of its Subsidiaries (“Owned Real Property”) is a party, including in each case the address of such real property and all the proper identification, if applicable, of each such property leased for as a main office, branch office or other office and, in the benefit case of each lease, the position of the Company as landlord or any tenant under such lease. (b) The Company and each of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property assets and properties, whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no liens, mortgages, security interests, encumbrances or charges of any kind, except: (i) as noted in the most recent Company Financial Statements or incurred in the Ordinary Course of Business since the date of the most recent Company Financial Statements; (ii) good leasehold title to all Leased Real Propertystatutory liens for Taxes not yet delinquent; (iii) easements, in each case, free rights of way and clear other similar encumbrances that do not materially affect the present use of all Liens except Permitted Liens. No parcel of Owned Real Property the properties or Leased Real Property is assets subject to any governmental decree thereto or order to be sold or is being condemned, expropriated affected thereby or otherwise taken by any public authority with or without payment of compensation therefor, nor, to materially impair the knowledge present business operations at such properties; and (iv) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the CompanyAgreement Date; (collectively, the “Permitted Exceptions”). The Company and each of its Subsidiaries as tenant has the right under valid and existing leases to occupy, use, possess and control any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments of the respective property leased by it, and modifications thereto are each such lease is valid, in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a without default thereunder by the tenant or, to the Knowledge of the Company, the landlord. The Company has delivered to Acquiror full, complete and correct copies of all leases for leased real property, including any amendments or modifications thereto. To the Knowledge of the Company, all buildings and structures owned by the Company and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other party theretoPerson. There are no pending, except asor, individually to the Knowledge of the Company, threatened condemnation or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in similar proceedings against any owned or leased real property set forth on Section 4.5 3.9(a) of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertySchedules. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and No Person other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of than the Company and its Subsidiaries has complied with any right to use, occupy or operate any portion of the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance owned or failure 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 Material Adverse Effect. Each leased real property set forth on Section 3.9(a) of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesDisclosure Schedules, except for any such failure to do so that, individually or in as set forth on Section 3.9(a) of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Company Disclosure Schedules.

Properties. (ai) The Neither the Company or one nor any of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and owns any real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, property. (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in The real property listed on Schedule 3.2(h)(ii) (the ordinary course “Leased Real Property”) constitutes a complete and correct list of business all of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property leased, subleased, licensed, or otherwise used in the nature of zoning restrictionsany material respect, easements, rights of way, encroachments, restrictive covenants, and pursuant to other similar rights agreements or restrictions that were not incurred in connection with arrangements, by the borrowing of money or the obtaining of advances or credit Company and its Subsidiaries and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets significantly relate to which they relate in the business and operations of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bSubsidiaries. Schedule 3.2(h)(ii) Section 4.18(b) of the Company Disclosure Letter also sets forth a true complete and complete correct list of all real property owned by leases, subleases, licenses or other rental arrangements pursuant to which the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or holds any of its Subsidiaries (“Leased Real PropertyProperty (individually, a “Lease” and collectively, the “Leases”). Each The Company has delivered or made available to Buyer accurate and complete copies of each of the Company and its Subsidiaries has (i) good and marketable title Leases. None of the Leases referenced in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertythe preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in each caseany material respect, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 extent that such modifications or other changes are disclosed on Schedule 3.2(h)(ii) or disclosed by the copies of the CompanyLeases delivered or made available to Buyer. With respect to each Lease, has any and except as otherwise specified on Schedule 3.2(h)(ii): (A) such condemnation, expropriation or taking been proposed. All leases of Leased Real Property Lease is valid and all amendments and modifications thereto are is in full force and effect, subject to the application of any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and there exists no default under any execution of such lease Lease by the Company, any of its Subsidiaries or any other party thereto; (B) none of the Leased Real Property has been subleased, nor any event whichlicensed, with notice assigned or lapse of time otherwise transferred or both, would constitute a default thereunder conveyed by the Company or its Subsidiaries, and to the Company’s Knowledge, any there are no Liens that affect the Leased Real Property as a result of its Subsidiaries the acts or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 omissions of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time.or its Subsidiaries other than Permitted Liens; (cC) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge Company’s Knowledge, neither the Company nor its Subsidiaries has received any written notice from any Governmental Authority that the use, occupancy, and operations of the Company, any Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of applicable Subsidiary is not in compliance with all applicable Laws and Licenses and Permits; and (D) to the Company’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of neither the Company and its Subsidiaries as currently conducted. (d) Each of the Company and nor its Subsidiaries has complied with received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the terms performance of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure obligation to be in full force and effect that, individually performed or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession paid under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Lease.

Properties. (a) The Company or one To the knowledge of XETA, XETA and each of its Subsidiaries has subsidiaries have good and valid marketable title to, or to all the properties and assets reflected in the case latest audited consolidated balance sheet included in the XETA SEC Reports as being owned by XETA or by any such subsidiary or acquired after the date thereof that are material to XETA’s business on a consolidated basis (except properties sold or otherwise disposed of leased property and leased tangible assets, a valid leasehold interest in, all since the date thereof in the ordinary course of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leasesbusiness), free and clear of all Liens other than Permitted Liens. “Permitted Liens” means (i) statutory ad valorem and real estate and other such Liens for current taxes and assessments not yet past due or as are set forth in Section 2.12(a) of the amount or validity of which is being contested in good faith by appropriate proceedingsXETA Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ ’s or similar other like Liens arising or incurred in the ordinary course of business for sums not yet due and payable, and which do not in the aggregate materially detract from the value of the Company or such Subsidiary consistent with past practice property and assets of XETA and its subsidiaries, (iii) encumbrances on real property Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the nature ordinary course of zoning business, (iv) Liens for Taxes and other governmental charges that are not due and payable or are being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP on XETA’s most recent consolidated financial statements contained in the XETA SEC Reports, (v) recorded easements, covenants, restrictions, easements, rights of way, encroachmentszoning, restrictive covenants, building restrictions and other similar matters which do not impair the operation of the business of XETA and any of its subsidiaries as currently conducted, (vi) landlord’s or lessor’s Liens under leases to which the XETA or a XETA subsidiary is a party, (vii) non-exclusive licenses and other non-exclusive rights or restrictions that were not incurred in connection with the borrowing Intellectual Property granted in favor of money or the obtaining of advances or credit and that do not, individually or third parties pursuant to XETA Material Contracts in the aggregateordinary course of business, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (vviii) any such matters of record, Liens and other imperfections of title that or easements, rights-of-way, restrictions, encroachments and other similar charges and encumbrances, if any, which do not, secure indebtedness and do not individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements conduct of the business of the Company XETA and any of its Subsidiaries subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.15(a) of the Company Disclosure Letter sets forth contains a true and complete list of all real property owned by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of its Subsidiaries a grocery store, drug store and/or distribution center) (each, an “Owned Real Property,” and collectively, the “Owned Real Properties”). (b) Section 4.15(b) of the Company Disclosure Letter contains a true and complete list of all real property leased for the benefit of or subleased (whether as tenant or subtenant) by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of its Subsidiaries a grocery store, drug store and/or distribution center) (each, including the improvements thereon, a “Leased Real Property,” and collectively, the “Leased Real Properties”). Each With respect to the Leased Real Properties and the Real Property Leases (as defined below), there are no non-disturbance agreements and declarations of covenants, restrictions, reciprocal and/or operating easements, development agreements, or agreements with municipal authorities with respect to zoning or planning, including amendments relating thereto, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Substantially accurate (to the Company’s Knowledge) summaries prepared in the ordinary course of business of the principal economic terms of each of the leases pursuant to which the Company leases (as a lessee) real property for the operation of a grocery or drug store, distribution center, or other material operation center, as such leases have been amended to date (each lease, including all amendments thereto, a “Real Property Lease”) have been made available to Parent. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company and its Subsidiaries has (i) good and marketable title in fee simple title to all Owned Real Property Properties and (ii) good valid leasehold title to estates in all Leased Real Property, in each case, Properties free and clear of all Liens except Permitted LiensEncumbrances. No parcel of Owned Real Property The Company or Leased Real Property 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 one of the Company, Company Subsidiaries has any such condemnation, expropriation or taking been proposed. All leases exclusive use and possession of each Leased Real Property and Owned Real Property, other than any use or 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 (each agreement, including all amendments thereto, a “Third Party Use and modifications thereto are Occupancy Agreement”), none of which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Real Property Lease and each Third Party Use and Occupancy Agreement is in full force and effecteffect and is valid and enforceable in accordance with its terms, and there exists is no material default under any such lease Real Property Lease or any Third Party Use and Occupancy Agreement either by the Company or the Company Subsidiaries party thereto or, to the Company’s Knowledge, any of its Subsidiaries or by any other party thereto, nor any and no event whichhas occurred that, with notice or the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company, any of its Company or the Company Subsidiaries or any other party thereto, except asthereunder. (e) Except as would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There there are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge of the Company’s Knowledge, Leased Real Property by the Company threatened condemnation or eminent domain proceedings that affect any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and neither the Company nor the Company Subsidiaries have received any written notice of the intention of any Governmental Authority or other buildings on the Person to take any Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedProperty. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Company or one of its the Company Subsidiaries has good and valid owns fee simple title to(or where indicated, or leasehold estate) to each of the real properties identified in SCHEDULE 3.1.8 to the case of leased property and leased tangible assetsCompany Disclosure Letter (the "Company Properties"), a valid leasehold interest inexcept as listed on SCHEDULE 3.1.8 to the Company Disclosure Letter, which are all of its assets constituting personal property the real estate properties owned by them, in each case (excluding, for purposes of this sentence, assets held under leases), except as provided below) free and clear of all Liens Liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, title ("Encumbrances"). The Company Properties are not subject to any rights of way, encroachmentswritten agreements, restrictive covenantslaws, ordinances and regulations affecting building use or occupancy (collectively, "Property Restrictions"), except for 8 14 (A) Encumbrances and Property Restrictions set forth in SCHEDULE 3.1.8 to the Company Disclosure Letter, (B) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided that they do not materially adversely affect the currently intended use of any Company Property, (C) Encumbrances and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to Acquiror and listed in the Company Disclosure Letter), and (D) mechanics', carriers', workmens', repairmens' and materialmens' liens and other similar rights or restrictions that were not incurred in connection with the borrowing Encumbrances, Property Restrictions and other limitations of money or the obtaining of advances or credit and that do notany kind, if any, which, individually or in the aggregate, impair are not substantial in amount, do not materially detract from the value of or materially interfere with the present business operations use of any of the Company Properties subject thereto or affected thereby, and do not otherwise have a Material Adverse Effect. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, valid policies of title insurance have been issued insuring the Company's or the applicable Company Subsidiaries' fee simple title or leasehold estate to the Company Properties in amounts at least equal to the value of such propertiesCompany Properties at the time of the issuance of such policy, subject only to the matters disclosed above and on the Company Disclosure Letter, and such policies are, at the date hereof, in full force and effect and no material claim has been made against any such policy. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, (ivA) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) has no Knowledge that any such matters material certificate, permit or license, from any Governmental Entity having jurisdiction over any of recordthe Company Properties or any agreement, Liens and easement or other imperfections of title that do not, individually or in right which is necessary to permit the aggregate, impair the continued ownership, lawful use and operation of the assets to which they relate in the business buildings and improvements on any of the Company Properties or which is necessary to permit the lawful access to and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) from any of the Company Disclosure Letter sets forth a true Properties has not been obtained and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are not in full force and effect, and there exists no default under or of any pending threat of modification or cancellation of any such lease by the Companycertificate, any of its Subsidiaries permit or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had license and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 (B) none of the Company or the Company Subsidiaries has received written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially affecting any portion of any of the Company Properties issued by any Governmental Entity. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter Letter, neither the Company nor any of the Company Subsidiaries has received any notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties or (B) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, all work to be performed, payments to be made and actions to be taken by the Company or the Company Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to the Company Properties (e.g. local improvement district, road improvement district, environmental mitigation) has been performed, paid or taken, as the case may be, and the Company has no Knowledge of any Leased Real Property have been obtainedplanned or proposed work, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following payments or actions that may be required after the Effective Timedate hereof pursuant to such agreements. (cii) There are no contractual All properties currently under development or legal restrictions that preclude construction by the Company or materially restrict the ability to use any Owned Real Property orCompany Subsidiaries (the "Development Properties") and all properties currently proposed for acquisition, development or commencement of construction prior to the knowledge of Effective Time by the Company, Leased Real Property Company and the Company Subsidiaries (the "Future Development Properties") are listed as such on SCHEDULE 3.1.8 to the Company Disclosure Letter. All executory agreements entered into by the Company or any Company Subsidiary relating to the development or construction of its Subsidiaries multifamily residential or other real estate properties (other than agreements for architectural, engineering, planning, accounting, legal or other professional services, or construction agreements for material or labor) are listed on SCHEDULE 3.1.8 to the current or contemplated use Company Disclosure Letter. Copies of such real property. To the knowledge agreements, all of the Company, there which have previously been delivered or made available to Acquiror are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings listed on the Owned Real Property or Leased Real Property are adequately maintained in all material respects Company Disclosure Letter and are in good operating condition true and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedcorrect. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries Except as has good not had and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments would not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to have, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in a Material Adverse Effect on the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as currently conducted (“have been disposed of since the Company Balance Sheet Date in the ordinary course of business, in each case free and clear of all Liens, except Permitted Liens”). (b) Section 4.18(b4.15(b)(i) of the Company Disclosure Letter Schedule sets forth a true complete and complete list correct list, as of the date hereof, of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, Except as has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thathave, individually or in the aggregate, a Material Adverse Effect on the Company, the Company or a Subsidiary of the Company owns good and valid title to the Owned Real Property, free and clear of all Liens, other than Permitted Liens. There is no pending or threatened condemnation proceeding with respect to any of the Owned Real Property. Section 4.15(b)(ii) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of all Leases with annual base rent payments by the Company or any Subsidiary of the Company of $3,000,000 or more in 2023 or 2024, as applicable (each, a “Material Lease”), true and complete copies of which have been made available to Parent prior to the date hereof. Except as has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so thathave, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate Effect on the Company, (i) each Material Lease under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid, with respect to intellectual propertythe Company and, which is to the subject knowledge of Section 4.19the Company, the other party, binding, and in full force and effect and enforceable in accordance with its terms (subject, with respect to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and (ii) since January 1, 2021, neither the Company nor any of its Subsidiaries has received notice in writing alleging that it has breached, violated or defaulted under any Material Lease.

Properties. (a) The Company For purposes of this Agreement, "Pinnacle Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or one incurred in the Ordinary Course of its Business and such Liens as are being contested by the Companies and the Subsidiaries has in good faith, (ii) Liens for current Taxes not yet due or payable or Taxes being contested in good faith, (iii) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and valid other matters affecting title which are shown as exceptions on the Companies' and the Subsidiaries' title insurance policies and/or title commitments or reports which have been made available to the Investors, (iv) any Liens, whether monetary or non-monetary, or other covenants, conditions, restrictions, reservations, rights, easements, encumbrances, encroachments and other matters affecting title which would not in the aggregate, be reasonably expected to interfere with the operations of the Companies or their Subsidiaries or affect their use of the Pinnacle Real Property, (v) any Liens or Encumbrances approved by the Bankruptcy Court, including, without limitation, Liens granted pursuant to a cash collateral and/or debtor-in-possession financing order and Liens granted as adequate protection; and (vi) Liens and Encumbrances granted pursuant to any forbearance agreements, or amendments thereto, entered into with respect to the Amended Credit Facility. "Pinnacle Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which the Companies or any of the Subsidiaries is the lessee, sublessee or licensee, of real property other than the Pinnacle Owned Real Property, necessary for the conduct of, or otherwise material to, the business of the Companies and the Subsidiaries as it is currently conducted. "Pinnacle Leased Real Property" means all interests in real property pursuant to the Pinnacle Leases. "Pinnacle Owned Real Property" means the real property owned in fee by the Companies and the Subsidiaries necessary for the conduct of, or otherwise material to, the business of the Companies and the Subsidiaries as it is currently conducted. "Pinnacle Real Property" means, collectively, the Pinnacle Owned Real Property and the Pinnacle Leased Real Property. Except as disclosed in Section 3.17(a) of the Companies' Disclosure Schedule, or in the case title insurance policies relating to the Pinnacle Real Property, each of leased property the Companies and leased tangible assetsthe Subsidiaries have good, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), title to the Pinnacle Real Property free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested Liens, in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, each case except Pinnacle Permitted Liens and other imperfections for Liens which do not materially adversely affect the Companies' use of title that do not, individually or such Pinnacle Real Property. Except as set forth in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.17(a) of the Company Companies' Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the CompanySchedule, there are no material latent defects or material adverse physical conditions affecting outstanding contracts for the Owned Real Property or Leased sale of any of the Pinnacle Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained Except as set forth in all material respects and are in good operating condition and repair for the requirements Section 3.17(a) of the business Companies' Disclosure Schedule, to the Knowledge of the Company and its Subsidiaries Companies, there are no outstanding consents which have not yet been obtained by the Companies or the Subsidiaries, as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.applicable,

Properties. (a) The Company Except for items disclosed in Section 4.16 of the Disclosure Schedule and goods and other property sold, used or one otherwise disposed of its Subsidiaries has good and valid title tosince June 30, or 2001 in the case ordinary course of leased property business, the Company and leased tangible the Subsidiaries have Good and Marketable Title, for oil and gas purposes, in and to all oil and gas properties set forth in the Reserve Report as owned by the Company and the Subsidiaries (the "Company's Oil and Gas Interests"), and defensible title for oil and gas purposes to all other properties, interests in properties and assets, a valid leasehold interest inreal and personal, all reflected on the balance sheet of the Company in its assets constituting personal property (excludingQuarterly Report on Form 10-Q for the period ended June 30, for purposes of this sentence2001, assets held under leases)as owned by the Company and the Subsidiaries, free and clear of all Liens other than any Liens, except: (i) statutory ad valorem and real estate and other Liens associated with obligations reflected in the SEC Reports; (ii) Liens for current taxes and assessments Taxes not yet past due and payable, (iii) materialman's, mechanic's, repairman's, employee's, contractors, operator's, and other similar liens, charges or encumbrances arising in the amount ordinary course of business (A) if they have not been perfected pursuant to law, (B) if perfected, they have not yet become due and payable or payment is being withheld as provided by law, or (C) if their validity of which is being contested in good faith by appropriate proceedingsaction, (iiiv) mechanics’all rights to consent by, workmen’srequired notices to, repairmen’sfilings with, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred actions by governmental entities in connection with the borrowing sale or conveyance of money oil and gas leases or interests if they are customarily obtained subsequent to the obtaining of advances sale or credit and that do notconveyance, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do nottitle, individually easements and Liens which have not had, or in the aggregatewould not reasonably be expected to have, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”)Material Adverse Effect. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 To the knowledge of the Company, has all leases and other agreements pursuant to which the Company or any of the Subsidiaries leases or otherwise acquires or obtains operating rights affecting any real or personal property are in good standing, valid and effective and all royalties, rentals and other payment due by the Company to any lessor of any such condemnation, expropriation or taking oil and gas leases have been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretopaid, except asin each case, individually or in the aggregate, as has not had had, and would not reasonably be expected to have, a Material Adverse Effect. All major items of operating equipment of the Company and the Subsidiaries used in connection with the Company's Oil and Gas Interests over which the Company has operating rights are in good operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted, except as has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) The term "Good and Marketable Title" will, for purposes of this Section 4.16, with respect to the Company and the Subsidiaries, mean such title that: (i) is deducible of record (from the records of the applicable parish or county or (A) in the case of federal leases, from the records of the applicable office of the Minerals Management Service or Bureau of Land Management, (B) in the case of Indian leases, from the applicable office of the Bureau of Indian Affairs, (C) in the case of state leases, from the records of the applicable state land office) or is assignable to the Company or the Subsidiaries out of an interest of record (as so defined) by reason of the performance by the Company or the Subsidiaries of all operations required to earn an enforceable right to such assignment; (ii) entitles the Company or the Subsidiaries to receive not less than the interest set forth in the Reserve Report with respect to each proved property evaluated therein under the caption "Net Revenue Interest" or "NRI" without reduction during the life of such property except as stated in the Reserve Report; (iii) obligates the Company or the Subsidiaries to pay costs and expenses relating to each such proved property in an amount not greater than the interest set forth under the caption "Working Interest" or "WI" in the Reserve Report with respect to such property without increase over the life of such property except as shown on the Reserve Report; and (iv) does not restrict the ability of the Company or the Subsidiaries to utilize the properties as currently intended; except in each case where deficiencies referenced in clauses (i) through (iv) would reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its and the Company Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a assets have valid leasehold interest interests in, all property and assets (whether real, personal, tangible or intangible) that are necessary for the conduct of its their businesses as currently conducted, including all such property and assets constituting personal property (excludingreflected on the Balance Sheet or acquired after the Balance Sheet Date, except for purposes of this sentence, properties and assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or sold since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet Date in the ordinary course of business or where the failure to have such good title or valid leasehold interests would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of such property or assets is subject to any Lien, except: (i) Liens and other matters described in or by reference in Schedule 3.14; (ii) Liens disclosed on the Company Balance Sheet or such Subsidiary consistent with past practice in the notes thereto or securing liabilities reflected on the Balance Sheet or in the notes thereto; (iii) encumbrances Liens for taxes, assessments and similar charges that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made on real property in the nature of zoning restrictionsBalance Sheet; (iv) mechanic’s, easementsmaterialman’s, rights of waycarrier’s, encroachments, restrictive covenants, repairer’s and other similar rights Liens arising or restrictions that were not incurred in connection with the borrowing ordinary course of money business or that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made on the obtaining Balance Sheet; (v) in the case of advances leased or credit subleased properties and assets, Liens and other matters affecting the lessors’ or prior lessors’ interests in such properties and assets; or (vi) other Liens and matters that do not, individually or in the aggregate, impair present business operations at such propertiesmaterially adversely affect the current use or value (and, (iv) existing Liens disclosed in the Company’s consolidated balance sheet case of owned property or assets, the ownership) of such property or asset as at December 31, 2010 (or the notes thereto) included in currently used by the Company SEC Documents; and or any Company Subsidiary (vparagraphs (i)-(vi) any such matters of recordthis Section 3.14 are, Liens and other imperfections of title that do notcollectively, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true All material tangible real and complete list of all real personal property owned used by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any Subsidiaries in the conduct of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto their businesses are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in sufficiently good operating condition and repair for repair, considering age and service thereof and subject to ordinary wear and tear, to permit their continued use in connection with the requirements conduct of the business of the Company and its Subsidiaries such businesses as currently conducted. (dc) Each The Company has made available to Buyer a list of all real property used or held for use by the Company and its the Company Subsidiaries has complied with that the terms of all leases to which it is a partyCompany or any Company Subsidiary owns, leases, operates or subleases and all such leases title insurance policies and surveys with respect thereto held by the Company or any Company Subsidiary. There are in full force and effectno pending or, except for any such noncompliance or failure 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 Material Adverse Effect. Each Knowledge of the Company Company, threatened material condemnation proceedings, lawsuits or administrative actions relating to any material real property or other casualty materially affecting and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesadversely impairing the current use, except for any such failure to do so that, individually occupancy or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19value thereof.

Properties. (ai) The Section 5.03(s)(i) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises owned or operated by the Company as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of the Company’s Disclosure Schedule, none of the Company or one any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of the case Company’s Disclosure Schedule contains a complete and correct list of all real property or premises leased property or subleased in whole or in part by the Company or any of its Subsidiaries, and leased tangible assets, together with a valid leasehold interest inlist of applicable leases or subleases and the name of the lessor or sublessor. (iii) To the Company’s Knowledge, all real and personal property owned by the Company or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. The Company has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of the Company as of March 31, 2021, or acquired after such date, other than properties sold by the Company or any of its Subsidiaries in the ordinary course of business, except (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, (D) as reflected on the consolidated balance sheet of the Company as of March 31, 2021. (iv) All real and personal property which is material to the Company’s business on a consolidated basis and leased or licensed by the Company or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of the Company or any of its Subsidiaries and, to the Company’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in of the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsCompany, and to ​ ​ Company’s Knowledge, the other similar rights or restrictions that were not incurred parties thereto, in connection accordance with their terms, subject to the borrowing Bankruptcy and Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31Disclosure Schedule, 2010 (such leases will not terminate or lapse prior to the notes thereto) included in Effective Time and the Company SEC Documents; and (v) each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither the Company nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such matters of recordreal property lease and, Liens and other imperfections of title that do not, individually or in to the aggregate, impair the continued ownership, use and operation Knowledge of the assets Company as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to which they relate in declare a default or exercise any remedy under any real property lease, (C) give any Person the business right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as currently conducted amended. None of the owned or leased premises or properties described in paragraph (“Permitted Liens”)i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (bvi) Except as set forth in Section 4.18(b5.03(s)(vi) of the Company’s Disclosure Schedule, (A) neither the Company Disclosure Letter sets forth a true and complete list nor any of all its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by the Company or any of its Subsidiaries (“Owned Real Property”or any portion thereof or interest therein), (B) and all neither the Company nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property leased for owned by the benefit Company or any of its Subsidiaries, (C) to the Company’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment of any real property owned by the Company or any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in Section 5.03(s)(vii) of the Company’s Disclosure Schedule, the real property owned by the Company or any of its Subsidiaries (“Leased Real Property”). Each A) is occupied under a valid certificate of occupancy or similar permit, (B) the Transaction will not require the issuance of any new or amended certificate of occupancy and, (C) to the Company’s Knowledge, there are no facts that would prevent any such property from being occupied and used by First Foundation Bank after the Closing in the same manner as occupied by the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, immediately prior to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeClosing. (cviii) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of To the Company’s Knowledge, Leased Real Property (x) all improvements on the real property owned by the Company or any of its Subsidiaries for are wholly within the current or contemplated use lot limits of such real property and do not encroach on any adjoining premises or easement or similar property right benefiting such real property. To the knowledge of the Company, and (y) there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings encroachments on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of any real property owned by the Company and or any of its Subsidiaries as currently conducted. (d) Each or any easement of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, right or ​ ​ benefit appurtenant thereto by any improvements located on any adjoining property which is detract from the subject of Section 4.19use therefrom.

Properties. (a) The Company or one of its Subsidiaries has Sellers and Sold Companies, as applicable, have good and valid marketable title to, or in the case of leased personal property and leased tangible assets, a have valid leasehold interest interests in, all of its assets constituting personal property (excludingwhether tangible or intangible), including Equipment, Inventory and Receivables, used in the Business and reflected on the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (the “Personal Property”), except for purposes properties and assets sold since the Reference Balance Sheet Date in the ordinary course of business consistent with past practices and, since the date of this sentenceAgreement, assets held under leases)permitted pursuant to the terms hereof. None of such Personal Property is subject to any Liens, free and clear of all Liens other than Permitted Liens. As used herein, “Permitted Liens” means: (i) statutory ad valorem Liens for Taxes that are not yet due; (ii) Liens imposed by law, such as carriers’, warehousemen’s and real estate mechanics’ liens and other similar liens arising in the ordinary course of business; (iii) Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) Liens securing the performance of bids, tenders, contracts (other than for current taxes the repayment of borrowed money), statutory obligations and assessments surety bonds; (v) Liens in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property which do not yet past due materially detract from its value or impair its use; (vi) Liens arising by contract or by operation of law in favor of the amount owner or validity sublessor of leased premises and confined to the property rented; (vii) to the extent set forth on Schedule 3.08, Liens arising from any litigation or proceeding which is being contested in good faith by appropriate proceedings, (ii) mechanics’provided, workmen’showever, repairmen’s, landlord’s, warehousemen’s, carriers’ that no execution or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documentslevy has been made; and (vviii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings disclosed on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedReference Balance Sheet. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of the common name and address of each hotel owned or leased (including ground leased) by the Company or any Company Subsidiary as lessee or sublessee, as of the 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 “Company Property”). As of the date hereof, each of the Company Properties is owned or leased by the Company or the Company Subsidiary indicated on Section 4.11(a) of the Company Disclosure Letter. There are no real properties that the Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) The Company or one of its Subsidiaries has a Company Subsidiary owns good and valid fee simple title toor leasehold title (as applicable) to the Company Properties, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)each case, free and clear of all Liens other than Encumbrances, except for Company Permitted Encumbrances, none of which Company Permitted Encumbrances have had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Encumbrances” shall mean any (i) Encumbrances relating to any Indebtedness set forth on Section 4.11(b)(i) of the Company Disclosure Letter, (ii) statutory ad valorem and real estate and or other Liens Encumbrances for current taxes and Taxes or assessments that are not yet past due (or are due but not yet delinquent) or the amount or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves are being maintained in accordance with GAAP, (iiiii) the terms of any Company Major Leases, Company Ground Leases or any other leases, subleases or licenses entered into by the applicable Company Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Encumbrances imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Encumbrances (but excluding Encumbrances relating to any Indebtedness other than as set forth on Section 4.11(b)(i) of the Company Disclosure Letter) that are disclosed on the title insurance policies or title insurance commitments listed on Section 4.11(b)(v) of the Company Disclosure Letter previously made available to Park (including any air rights described in such Encumbrances), (vi) any right, title or interest of a lessor or sublessor set forth in any Company Ground Lease, (vii) any Encumbrance in favor of a lessor or sublessor set forth in any Company Ground Lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising Encumbrances imposed by Law and incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, that are related to obligations not yet due and other similar rights or restrictions that were not incurred in connection with the borrowing of money payable or the obtaining validity of advances or credit which is being contested in good faith by appropriate proceedings and (ix) any other Encumbrances (but excluding Encumbrances relating to Indebtedness) that do not, individually or in not materially impair the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in value of the Company’s consolidated balance sheet as at December 31, 2010 (applicable Company Property or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the applicable Company and its Subsidiaries Property as currently conducted (“Permitted Liens”). (b) used and operated. Section 4.18(b4.11(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the describes any material Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit Permitted Encumbrances that, as of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertydate hereof, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is are being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are contested in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedfaith by appropriate proceedings. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.14(a)(i) of the Company Disclosure Letter sets forth a true and complete list, as of May 31, 2017, of the real property owned, directly or indirectly, by the Company or any of its Subsidiaries (or any entity in which the Company or its Subsidiary, directly or indirectly, owns an equity interest) which summary sets forth (A) a list of each residential and mixed-use project, along with the name of the Subsidiary that owns each such project, (B) a list of properties currently in the entitlement process, along with the name of the Subsidiary that owns each such property, and (C) a list of non-core multifamily projects and sites, along with the name of the Subsidiary that owns each such project. Except for the Owned Real Property and the JV Owned Real Property set forth on Section 4.14(a)(i) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company or one of its Subsidiaries, as applicable, has good, valid and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Company and/or any of its Subsidiaries, the “Owned Real Property”) and, to the knowledge of the Company, the Joint Ventures have good, valid and marketable fee simple title to all real property leased owned by the Joint Ventures as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Joint Ventures, the “JV Owned Real Property”), which Owned Real Property and, to the knowledge of the Company, JV Owned Real Property is free and clear of all Liens other than Permitted Liens; provided that, “Liens” shall not be deemed to include any pledges, claims, liens, charges, encumbrances or security interests which encumber, are secured by or relate to (x) any entity in which the Company or its Subsidiaries holds an equity interest which entity is not consolidated with the Company’s financial statements in accordance with GAAP, or (y) any such entity’s assets. Neither the Company, any of its Subsidiaries, the Owned Real Property nor, to the knowledge of the Company, any Joint Venture of JV Owned Real Property, is a party to, the subject of or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Owned Real Property or JV Owned Real Property or any portion thereof or direct or indirect interest therein to any Person (other than pursuant to this Agreement) other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture is a party to any agreement or option to purchase any real property or interest therein other than in the ordinary course of business. (ii) Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a list of each real property which, as of the date of this Agreement, is under contract for the benefit of purchase or for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any Joint Venture. (iii) Except as set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture, has subleased, licensed or otherwise granted any person the right to use or occupy any Owned Real Property or JV Owned Real Property or any portion thereof (“Leased Real PropertyTenant Leases”). Each To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor Joint Venture is in breach or default under any Tenant Lease. (iv) The Company and/or the applicable Subsidiaries of the Company have made available to Parent and Merger Sub, copies of all of the most recent policies of owner’s title insurance insuring the Owned Real Property or JV Owned Real Property (individually each, a “Company Title Insurance Policy”), which, in each case, the Company and its Subsidiaries have in their possession, and to the knowledge of the Company each such Company Title Insurance Policy is valid and in full force and effect with respect to the Person to which the policy was issued. Since January 1, 2014, no written claim has (i) good and marketable title in fee simple to all been made against any Company Title Insurance Policy insuring any Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, insuring any JV Owned Real Property, which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (v) As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, neither the Company nor any of its Subsidiaries have received written notice of any pending or proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, no assessments for public improvements have been made against any Owned Real Property, or, to the knowledge of the Company, any JV Owned Real Property which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries is a named tenant or licensee (or a successor or assignee thereof) or otherwise has the right to occupy real property, along with the address (other than with respect to groundwater leases) of all such real property leased pursuant to the Material Real Property Leases and the Subsidiary which is a party to such Material Real Property Leases. The Company has made available to Parent materially true, correct and complete copies of such Material Real Property Leases on or prior to the date hereof. To the knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with the terms of the real property leases, ground leases, subleases or real property licenses to which the Company or any of its Subsidiaries is a named tenant, subtenant or licensee (or successor or assignee thereof) (the “Real Property Leases” and such condemnationreal property, expropriation or taking been proposed. All leases of the “Leased Real Property”). As of the date hereof, neither the Company nor any of its Subsidiaries has received a written notice of any material default under any Real Property Lease, and all amendments and modifications thereto such Real Property Leases are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and there exists no except for such noncompliance or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof. (c) Section 4.14(c) of the Company Disclosure Letter sets forth a list of all Material Management Agreements and Material Construction Agreements. The Company has made available to Parent materially true, correct and complete copies of such Material Management Agreements and Material Construction Agreements on or prior to the date hereof. As of the date hereof, neither the Company nor any of its Subsidiaries has received a written notice of any material default under any Material Management Agreement or Material Construction Agreement, and all such lease agreements are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such defaults or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is a party to any agreement pursuant to which the Company or any of its Subsidiaries manages or manages the development of any real property for any third party. (d) As of the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received written notice of any existing or pending appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property, Leased Real Property or JV Owned Real Property, (ii) to the knowledge of the Company, no condemnation, eminent domain or like proceeding or similar action is currently threatened in writing and (iii) neither the Company nor any of its Subsidiaries or any other party theretoSubsidiaries, nor any event whichnor, with notice or lapse to the knowledge of time or both, would constitute a default thereunder by the Company, any Joint Venture has received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties or any agreement, easement or other right that is necessary to permit the current use by the Company of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties has failed to be obtained or is not in full force and effect, except for such failures to be in full force and effect that, individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.15(e) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture, has received written notice of any existing zoning or land use violations with respect to any Owned Real Property, Leased Real Property or JV Owned Real Property; (ii) there are no pending actions initiated by or on behalf of the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Joint Venture to change or redefine the zoning classification or land use approvals of all or any portion of any Owned Real Property, Leased Real Property or JV Owned Real Property, except for actions which may be initiated in the ordinary course of business and pursuant to a plan of development or redevelopment prepared by the Company and/or its Subsidiaries or a Joint Venture, a true and correct copy of which has been provided to Parent; and (iii) to the knowledge of Company, each Owned Real Property, Leased Real Property and JV Owned Real Property has adequate access available to operate as it is currently being operated. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and except as set forth on Section 4.14(f) of the Company Disclosure Letter, and except for work performed at or materials furnished to Owned Real Property, Leased Real Property or JV Owned Real Property in the ordinary course of business within 120 days (or such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the date hereof, all material work performed or materials furnished to the Owned Real Property, Leased Real Property and, to the knowledge of the Company, JV Owned Real Property prior to the date hereof has (i) been paid for in full, (ii) will be paid in the ordinary course of business or (iii) is being contested in good faith by appropriate proceedings and with adequate reserves established for payment in accordance with GAAP. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries or any other party theretohas good and valid title to all their respective personal property and assets (but excluding the Owned Real Property and Leased Real Property), except for Permitted Liens and such personal property is in reasonably good working order and condition, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Assuming All such personal property and assets, are free and clear of all consentsconditions, approvals encroachments, easements, rights of way, restrictions and authorizations listed Liens, except for (A) Permitted Liens and (B) such other conditions, encroachments, easements, rights of way, restrictions and Liens that would not, individually or in Section 4.5 of the aggregate, reasonably be expected to have a Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeMaterial Adverse Effect. (ch) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects geotechnical or material adverse physical soil conditions adversely affecting any portion of the Owned Real Property or Leased JV Owned Real PropertyProperty which would preclude development thereof or render development thereof in accordance with the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. All plantsTo the knowledge of the Company, warehouses, distribution centers, structures and other buildings on no portion of the Owned Real Property or Leased JV Owned Real Property are adequately maintained includes any archeological sites, paleontological sites, historical sites, artifacts or burial grounds of historical or cultural significance that would preclude development thereof or render development thereof in all material respects and are in good operating condition and repair for accordance with the requirements of the current business plan of the Company and its Subsidiaries as currently conducteduneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company Except for Permitted Encumbrances and immaterial property rights terminated or one disposed of its Subsidiaries has good and valid title toafter September 30, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising 2015 in the ordinary course of business of business, the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property the real properties (other than the Leases and (iiEasements) good leasehold title to all Leased Real Property, listed on Section 4.11(a)(i) of the Company Disclosure Schedule or otherwise reflected in each casethe Financial Statements, free and clear of all Liens Encumbrances other than Permitted Encumbrances, (ii) a valid, binding and enforceable leasehold interest in each of the leased properties used by the Company in the conduct of the business as conducted by the Company as of the date hereof (the “Leases”), free and clear of all Encumbrances other than Permitted Encumbrances, and all such Leases are listed on Section 4.11(a)(ii) of the Company Disclosure Schedule, (iii) a valid, binding and enforceable interest in each of the surface site properties used by the Company in the conduct of the business as conducted by the Company as of the date hereof pursuant to the agreements listed on Section 4.11(a)(iii) of the Company Disclosure Schedule (the “Surface Site Grants”) free and clear of all Encumbrances other than Permitted Encumbrances and (iv) good title to the material owned personal property, structures, buildings, fixtures, equipment, pipelines, and gathering and processing systems that are reflected in the Financial Statements or otherwise comprising a part of the Company Systems, free and clear of all Encumbrances other than Permitted Encumbrances. (b) The Company has such title, rights or interest in or to all Easements as are necessary for (i) the Company to operate the Company Systems substantially as operated on the date hereof, except Permitted Liensfor imperfections (including immaterial defects and irregularities) as would reasonably be anticipated to exist, based on industry practices, in a pipeline system of the size, age, location and other characteristics of the Company Systems and (ii) the completion of the construction of the Union Pipeline. No parcel True and correct copies of Owned all such Easements have been made available to Buyer. Other than gaps listed on Section 4.11(b) of the Company Disclosure Schedule, there are no gaps in the Easements held by the Company for the Company Systems or the Union Pipeline. The Company has not received any written notice of any claim asserting the existence of a Title Defect in connection with any Easement held by the Company. (c) There exist no material defaults under any Real Property or Leased Real Property Instrument to which the Company is subject a party with respect to any governmental decree real property (including any Easements and Surface Site Grants) held or order to be sold or is being condemned, expropriated or otherwise taken owned by any public authority with or without payment of compensation therefor, northe Company or, to the knowledge Knowledge of the Company, has any other Person that is a party to such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectInstruments, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, has occurred that with notice or lapse of time or both, both would constitute a default thereunder under any such Real Property Instrument by the Company or, to the Knowledge of the Company, any other Person who is a party to such Real Property Instrument, in each case that would materially interfere with, or materially increase the cost of, the construction and/or operation of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming Company Systems as of the date hereof. (d) The real properties owned by the Company (all consents, approvals and authorizations listed of which are set forth in Section 4.5 4.11(a)(i) of the Company Disclosure Letter relating Schedule), the Leases (all of which are set forth in Section 4.11(a)(ii) of the Company Disclosure Schedule) and the Easements and Surface Site Grants held by the Company constitute all of the real property used for the conduct of the business, in all material respects, of the Company Systems as conducted by the Company on the date hereof. The personal properties owned by the Company to any Leased Real Property have been obtainedconduct the operations of the Company Systems constitute all of the personal property used for the conduct of the business, in all leases material respects, of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeCompany as conducted by it on the date hereof or the operation of the Company Systems as operated by the Company as of the date hereof. (ce) There are no contractual assessments against the Easements or legal restrictions that preclude or materially restrict Surface Site Grants held by the ability to use any Owned Real Property orCompany for public improvements and there is no pending and, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge Knowledge of the Company, there are is no material latent defects or material adverse physical conditions affecting threatened, condemnation of any real property by any Government Entity that would materially interfere with the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements conduct of the business of the Company and its Subsidiaries as currently conductedconducted or the operation of the Company Systems as operated by the Company as of the date hereof. (df) Each The Company Systems (and the personal property, structures, buildings, fixtures, equipment, pipelines, and gathering and processing systems that are part of the Company Systems) have been maintained, to the Knowledge of the Company, consistent with industry standards and its Subsidiaries has complied with the terms of all leases to which it is a partyare in good working order and condition (ordinary wear and tear excepted), and all such leases are in full force and effectsufficient, except for any such noncompliance or failure 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 Material Adverse Effect. Each operation of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in Systems as operated by the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is Company as of the subject of Section 4.19date hereof.

Properties. (a) The Except to the extent not material to the Company, the Company Subsidiaries and the Nonprofit Organizations taken as a whole and as could not reasonably be expected to prevent, materially impair or one of its Subsidiaries has good and valid title to, or in materially delay the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business consummation of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property transactions contemplated by this Agreement, in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do noteach case, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”).: (ba) Section 4.18(b4.16(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list of all real property owned by the Company, the Company or any of its Subsidiaries and the Nonprofit Organizations (collectively, the “Owned Real Property”) and for each parcel of Real Property, contains a correct street address, if available and if not available, a general description, of such Real Property. Copies of all title reports or policies, legal descriptions, deeds, land patents, grants, surveys, geotechnical and other engineering reports and studies, environmental reports, property leased for tax bills and notices of assessment, Encumbrances and other current or historical documents describing or relating to the benefit Real Property have previously been made available to Acquiror. Without limiting the foregoing, “Real Property” consists of approximately 54,500 to 57,000 acres of land that is currently owned by the Company, of which approximately 46,430 acres formerly constituted a portion of the real property owned by the community land grant corporation known as the “Town of Atrisco, New Mexico”, which was the successor to the Spanish community land grant commonly known as the “Atrisco Land Grant”. (b) Except as set forth on Section 4.16 of the Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor the Nonprofit Organization lease, sublease, or license any real property from any Person. Section 4.16(b) of its Subsidiaries the Company Disclosure Schedule sets forth the addresses, if available, or if not available, a general description, of each parcel of the Real Property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) to or by any Person other than the Company, a Company Subsidiary or a Nonprofit Organization (collectively, including the improvements thereon, the “Leased Real Property”), and a true, correct and complete list of all agreements (including the date and the name of the parties to such agreements and a complete description of the terms of any unwritten leases) pertaining to the Leased Real Property (each a “Real Property Lease”). Each True and complete copies of each of the Real Property Leases that has not been terminated or expired as of the date hereof and any terminated or expired Real Property Leases under which the Company, a Company Subsidiary or a Nonprofit Organization may have any potential liability obligation have been made available to Acquiror. (c) Except as set forth on Section 4.16 of the Company and its Disclosure Schedule, each of the Company, the Company Subsidiaries or the Nonprofit Organizations, as applicable, has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens Encumbrances, except Permitted Liens. No parcel Encumbrances. (d) Except for the Leased Real Property, none of Owned Real Property or Leased the Real Property is subject to any governmental decree lease, sublease, license or order other agreement granting to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, other Person any right to the knowledge use, occupancy or enjoyment of such Real Property or any part thereof. (e) Except as set forth on Section 4.16 of the CompanyCompany Disclosure Schedule, has any such condemnation, expropriation or taking been proposed. All leases of Leased each Real Property and all amendments and modifications thereto are Lease is in full force and effecteffect and is valid and enforceable in accordance with its terms, and there exists is no default under any such lease Real Property Lease either by the Company, any of its the Company Subsidiaries or any other the Nonprofit Organizations party thereto, nor any event whichas applicable, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company, the Company Subsidiaries or the Nonprofit Organizations thereunder. (f) Except as set forth on Section 4.16 of the Company Disclosure Schedule, there does not exist any pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Real Property, and neither the Company nor the Company Subsidiaries or Nonprofit Organizations have received any written notice of the intention of any Governmental Authority or other Person to take or use any Real Property. (g) The improvements constructed on the Real Property (including the Leased Real Property) are (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good operating condition and repair, subject to ordinary wear and tear. (h) The improvements constructed on the Real Property by (including the Company or any of its Subsidiaries Leased Real Property) are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and other services necessary for the current or contemplated use operation of such real property. To improvements as currently operated, and, to the knowledge of the Company, there are is no material latent defects condition which would reasonably be expected to result in the termination of the present access from any improvements to such utility services. (i) Except for the two oil and gas leases identified in Section 4.11(xv) of the Company Disclosure Schedule, the Company is not currently engaged in, and has not granted any Person any permits, interest, license, lease or material adverse physical conditions affecting other rights with respect to, oil, natural gas or other mineral rights anywhere on the Owned Real Property and neither the Company nor any other Person is engaged in any drilling or Leased other exploration activities with respect thereto. (j) Except as disclosed in Section 4.16 of the Company Disclosure Schedule, the Company has no knowledge that there are any sites of historical or archeological importance on the Real Property. (k) Each of the Company, the Company Subsidiaries and the Nonprofit Organizations owns or leases all tangible assets necessary or sufficient for the conduct of its business as presently conducted, which tangible assets are reflected in the Balance Sheet (other than those disposed of in the Ordinary Course of Business consistent with past practices). All plants, warehouses, distribution centers, structures The tangible assets are in good and other buildings on the Owned Real Property or Leased Real Property are adequately maintained serviceable condition and repair in all material respects (subject to normal wear and tear) and are in good operating condition and repair generally suitable for the requirements of the business purposes for which they presently are used. (l) Except as disclosed in Section 4.16 of the Company and its Subsidiaries as currently conducted. (d) Each of Disclosure Schedule, the Company and its Subsidiaries has complied no knowledge that any improvement district or other similar entity with taxing or assessment powers is planned that would include the terms of all leases to which it is a partyReal Property, and all such leases there are in full force and effect, no assessment liens against the Real Property except for any such noncompliance or failure to as may be in full force and effect that, individually or disclosed in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Title Report.

Properties. (a) The Company or one of its Subsidiaries has Subsidiaries, as the case may be, (i) holds good and valid fee simple title to, or to all of the properties and assets reflected in the case of leased property and leased tangible assets, a valid leasehold interest in, all Company Current Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (collectively, with respect to real property, the “Company Owned Real Property”) (except for assets constituting personal property (excluding, for purposes other than Company Owned Real Property) sold or otherwise disposed of this sentence, assets held under leasessince the date thereof in the ordinary course of business), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsPermitted Liens, (ii) mechanics’holds the Company Owned Real Property, workmen’sand each portion thereof or interest therein, repairmen’sfree of any outstanding options or rights of first refusal or any offers to sell, landlord’spurchase or lease or any Occupancy Agreements, warehousemen’sexcept as set forth on Section 3.8 of the Company Disclosure Letter, carriers’ or similar Liens arising (iii) except as set forth on Section 3.8 of the Company Disclosure Letter, is the lessee of all leasehold estates reflected in the ordinary course Company Current Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms since the date thereof), each of business which, by address and store number, is set forth on Section 3.8 of the Company Disclosure Letter (collectively, with respect to real property, the “Company Leased Real Property”) (including those stores that have been approved for closing as noted therein) and (w) with respect to each Company Ground Leased Property, holds good and valid leasehold interest therein, free and clear of all Liens (except for Permitted Liens) and Occupancy Agreements, (x) is in possession of the properties purported to be leased thereunder and none of such properties is affected by any Occupancy Agreements, and each such lease is valid and in full force and effect, constitutes a valid and binding obligation of the Company or the applicable Subsidiary of the Company, and to the Company’s knowledge, each other party thereto, enforceable against the Company or the applicable Subsidiary of the Company and, to the Company’s knowledge, each other party thereto, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, (y) except as set forth on Section 3.8 of the Company Disclosure Letter, the Company has not received any written notice of termination or cancellation of or of a breach or default under any such lease, and (z) except as set forth on Section 3.8 of the Company Disclosure Letter, neither the Company nor the applicable Subsidiary consistent of the Company, nor, to the Company’s knowledge, any other party thereto, is or is alleged to be in material violation thereof or in material default in respect thereof, nor has there occurred any event or condition which (with past practice or without notice or lapse of time or both) would constitute a material violation thereof or a material default thereunder. The Company has provided Parent with (or made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) true, complete and correct copies of each of the leases for the Company Leased Real Property, including all amendments and supplements thereto and all material notices delivered or received by the Company or its Subsidiaries in connection therewith. For purposes of the preceding sentence, each notice delivered or received by the Company or a Subsidiary thereof in connection with a lease of the Company Leased Real Property shall be deemed a material notice unless such notice (i) does not affect the substantive rights and/or obligations of the parties to the related lease, (ii) has been superseded by a subsequent amendment, supplement or notice made available to Parent on the Company’s Virtual Premises data site prior to the date hereof, (iii) encumbrances on real property is no longer in effect by being either withdrawn or abandoned, or through the nature passage of zoning restrictionstime, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions relates to a default under the related lease that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such propertieshas been cured, (iv) existing Liens discloses a matter of public record otherwise disclosed in the Company’s consolidated balance sheet as at December 31Company Disclosure Letter, 2010 or (or the notes theretov) included is related to a matter otherwise disclosed in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation Disclosure Letter. Except as set forth on Section 3.8 of the assets Company Disclosure Letter, none of the leases of the Company Leased Real Property is guaranteed by any third party, none of the rights of the Company or any of its Subsidiaries under any leases for Company Leased Real Property will be subject to which they relate termination or modification as the result of the consummation of the transactions contemplated by this Agreement and the Company Transaction Documents, and upon consummation of the Merger, the Surviving Corporation will have succeeded to all of the rights, title and interest of the Company or its Subsidiaries either directly or indirectly by ownership of the Company’s Subsidiaries under each of such leases. Section 3.8 of the Company Disclosure Letter sets forth a true, correct and complete list of the Company Owned Real Property and a true, correct and complete list of the most recent title insurance policies or reports relating to the Company Owned Real Property and the Company Ground Leased Property. The Company Leased Real Property and Company Owned Real Property comprise all of the real property owned or leased by the Company and/or its Subsidiaries and used in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real operated. All material personal property shown to be owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries on the Company Current Balance Sheet have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in usable condition for the operation of the Company’s and its Subsidiaries’ businesses, ordinary wear and tear excepted. To the Company’s knowledge, there are no tax abatements or exemptions specifically affecting any Company Owned Real Property or any Company Ground Leased Property and neither the Company nor any of its Subsidiaries has received any written notice of any proposed increase in the assessed valuation of any Company Owned Real Property or Company Ground Leased Property or of any proposed public improvement assessments. The Company has provided Parent with (ior made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) good true, complete and marketable title in fee simple to all correct copies of the most recent tax bills for each Company Owned Real Property and (ii) good leasehold title to all each Company Ground Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Company Owned Real Property or Company Ground Leased Real Property is subject to any governmental decree or order to be sold or comprised of a tax lot that also encompasses property that is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any not such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or Company Ground Leased Property. There is no pending, or, to the knowledge of the Company’s knowledge, Leased Real Property by the Company or any of its Subsidiaries for the current threatened or contemplated use of such real property. To the knowledge of the Companycondemnation, there are no material latent defects eminent domain or material adverse physical conditions similar Proceeding affecting the any Company Owned Real Property or any portion thereof or any Company Ground Leased Property or any portion thereof. To the Company’s knowledge, there exists no fact or condition that is reasonably likely to result in the termination of the existing access to any Company Owned Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Company Leased Real Property or Company Ground Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedProperty. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) Section 4.14(a) of the Company Disclosure Letter contains a true and complete list of all material real property owned by the Company and its Subsidiaries (the “Company Owned Real Property”). The Company or one and each of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets respect to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) Subsidiaries, insurable fee simple interest in, or valid license or leasehold interests in, all their respective properties and assets, in all property leased material respects, except for the benefit of Permitted Liens. All such properties and assets, other than properties and assets in which the Company or any of its Subsidiaries has a license or leasehold interest, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, the Company has furnished or made available to Parent prior to the date hereof copies of each deed for parcel of the Company Owned Real Property and all title insurance policies relating to the Company Owned Real Property in the possession or control of the Company. (b) The chart attached as Section 4.14(b) of the Company Disclosure Letter identifies each of the leases, site leases, subleases, and occupancy agreements in which either of the Company or its Subsidiaries has a leasehold interest, license or similar occupancy rights, whether as lessor or lessee (together with any material amendments thereto, each, a “Company Lease” and, collectively, the “Company Leases”; the property covered by Company Leases under which either the Company or its Subsidiaries is a lessee is referred to herein as the “Company Leased Real Property”; the Company Leased Real Property, together with the Company Owned Real Property, collectively being the “Company Property”). Each such Company Lease is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertyor a Subsidiary of the Company, in each caseas the case may be, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, norand, to the knowledge of the Company, of the other party or parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law), and the Company and each of its Subsidiaries has any complied with the terms of all Company Leases, except for such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are failures to be in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries effect or any other party thereto, nor any event which, with notice or lapse of time or both, to be in compliance that would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot, individually or in the aggregate, has not had and be reasonably expected to have a Company Material Adverse Effect. The Company or each respective Subsidiary of the Company is in possession of the properties or assets purported to be leased under its respective leases, except as would not reasonably be expected to have a Company Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual The Company has provided to Parent true and complete in all material respects excerpts of all Company Leases under which the Company or legal its Subsidiaries is a lessee that contain (i) radius restrictions that preclude or materially restrict non-compete provisions, (ii) restrictions on assignment, subletting or other transfer or (iii) restrictions on changes in the ability direct or indirect ownership of interests of the tenant. (d) None of the Company nor its Subsidiaries, nor their respective Affiliates, officers, directors, employees or consultants has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any material portion of the Company Property. Except for Permitted Liens, none of the Company Owned Real Property oris subject to any option or other agreement granting to any Person or entity any right to obtain title to all or any portion of such property. (e) Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, to the knowledge of the Company, Leased Real Property by all buildings, structures, fixtures, building systems and equipment, and all components that are part of the Company or any Property are in material compliance with all applicable Laws and are in good operating condition in all material respects and in a state of its Subsidiaries good and working maintenance and repair in all material respects, and are reasonably adequate and reasonably suitable for the current or contemplated use operation of such real propertythe Company’s business. To the knowledge of the Company, there are is no pending or written threat of condemnation or similar action affecting any of the material latent defects or material adverse physical conditions affecting Company Property. (f) Section 4.14(f) of the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures Company Disclosure Letter sets forth the true and other buildings on the Owned Real Property or Leased Real Property are adequately maintained correct in all material respects aging and are in good operating condition and repair for the requirements valued cost of the business Company’s retail inventory. Since February 2, 2013 through the date of this Agreement, the Company has purchased retail inventory in a manner consistent in all material respects with the ordinary past practices of the Company and its Subsidiaries as currently conductedCompany. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries (i) has complied with good and valid title (or such lesser interest that is the terms maximum permitted by applicable Law) to all of all leases to which it is a party, their respective properties and all such leases are in full force other assets (other than properties and effect, except for any such noncompliance or failure to be in full force and effect thatassets that are, individually or and in the aggregate, has inconsequential) free and clear of all Liens except (A) statutory liens securing payments not had yet due, (B) security interests, mortgages and pledges that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents and (C) such other imperfections or irregularities of title or other Liens that would not reasonably be expected to have a Material Adverse Effectmaterially affect the use of the properties or assets subject thereto or otherwise impair in any material respect business operations as presently conducted, and (ii) is the lessee or sublessee of all of their respective leasehold estates and leasehold interests. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. (b) Since July 31, 2005, neither the Company nor any of its Subsidiaries owns or has owned any real property. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth any Contract pursuant to which the Company leases, except for licenses or otherwise obtains the right to use any real property (the “Real Property Leases”). (d) The Company and its Subsidiaries enjoy in all material respects peaceful and undisturbed possession of the real property used by it under the Real Property Leases. Except as set forth in Section 3.15(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subleases any such failure real property to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19any third parties.

Properties. (ai) The Company Section 3.1(o) of the Clearday Disclosure Letter sets forth a correct list of all real property owned or one of its Subsidiaries has good leased (as lessee) by Clearday or any Clearday Subsidiary (all such real property interests, together with all buildings, structures and valid title to, other improvements and fixtures located on or in the case of leased under such real property and leased tangible assetsall easements, a valid rights and other appurtenances to such real property, are individually referred to herein as an “Clearday Property” and collectively referred to herein as the “Clearday Properties”). (ii) Clearday or the applicable Clearday Subsidiary owns fee simple title or leasehold interest intitle (as applicable) to each of the Clearday Properties, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)in each case, free and clear of all Liens Liens, mortgages or deeds of trust, claims against title, charges that are Liens, security interests or other than encumbrances on title, rights of way, restrictive covenants, declarations or reservations of an interest in title (icollectively, “Encumbrances”), except for the following: (A) Encumbrances set forth Section 3.1(o) of the Clearday Disclosure Letter or relating to debt obligations reflected in the Company’s financial statements and the notes thereto (including with respect to debt obligations which are not consolidated), (B) Encumbrances that result from any statutory ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (C) any Material Contracts (only to the extent that the same encumbers or affects title to real property), or leases to third parties for the occupation of portions of the Clearday Properties by such third parties in the ordinary course of the business of Clearday, (iiD) Encumbrances imposed or promulgated by Law or any Governmental Entity, including zoning regulations, (E) Encumbrances disclosed on existing title policies made available to the Purchaser Parties prior to the date hereof, (F) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising liens imposed by Law and incurred in the ordinary course of business business, and (G) any other Encumbrances, limitations or title defects of any kind, if any, that, individually or in the Company or such Subsidiary consistent with past practice aggregate, would not constitute a Clearday Material Adverse Effect. (iii) encumbrances Clearday has made available to Purchaser all title insurance policies with respect to the Clearday Properties. To Clearday’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the date hereof. (iv) No certificate, permit or license from any Governmental Entity having jurisdiction over any of the Clearday Properties or any agreement, easement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on real property any of the Clearday Properties or that is necessary to permit the lawful use and operation of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Clearday Properties has not been obtained and is not in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsfull force and effect, and other similar rights neither Clearday nor any Clearday Subsidiary has received written notice of any threat of modification or restrictions that were not incurred cancellation of any such certificate, permit or license, except for such notices, failures to obtain and to have in connection with the borrowing of money or the obtaining of advances or credit full force and that do effect, which would not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and constitute a Clearday Material Adverse Effect. (v) Neither Clearday nor any such matters Clearday Subsidiary has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of recordthe Clearday Properties, Liens or (B) any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or other Law, code, ordinance, Order or regulation has been violated for any Clearday Property, which in the case of clauses (A) and other imperfections of title that do not(B) would, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)constitute a Clearday Material Adverse Effect. (bvi) Section 4.18(b3.1(o) of the Company Clearday Disclosure Letter sets forth a true and complete list lists as of all real property owned by the Company date hereof each ground lease to which Clearday or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company Clearday Subsidiary is party, as lessee or any of its Subsidiaries (“Leased Real Property”)lessor. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property such ground lease 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effecteffect and is valid, binding and there exists no default under any such lease by enforceable in accordance with its terms against the Companylessor or lessee thereunder, any as applicable, and, to the Knowledge of its Subsidiaries or any Clearday, against the other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party parties thereto, except asas would not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Clearday Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries Except as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatwould not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Clearday Material Adverse Effect, neither Clearday nor any Clearday Subsidiary, on the one hand, nor, to the Knowledge of Clearday, any other party, on the other hand, is in default under any such ground lease which default is reasonably likely to result in a termination of such ground lease. Each No purchase option has been exercised under any of such ground lease, except purchase options whose exercise has been evidenced by a written document as described in Section 3.1(o) of the Company Clearday Disclosure Letter. Clearday has made available to Purchaser a correct and its Subsidiaries enjoys peaceful complete copy of each such ground lease and undisturbed possession under all such leasesmaterial amendments thereto. (vii) Neither Clearday nor any Clearday Subsidiary is a party to any agreement relating to the management of any of the Clearday Properties by a party other than Clearday or any wholly-owned Clearday Subsidiaries, except for any such failure to do so that, individually or in as disclosed Section 3.1(o) of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Clearday Disclosure Letter.

Properties. (a) The Each of the Company or one of and its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all properties and assets purported to be owned or leased by it, respectively, in the Company’s annual report on Form 10-K for the year ended December 31, 2010, except for such properties and assets as are no longer used or useful in the conduct of its assets constituting personal property (excluding, for purposes businesses or as have been disposed of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property business, and except for defects in the nature of zoning restrictionstitle, easements, rights of way, encroachments, restrictive covenants, covenants and other similar rights encumbrances or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notimpediments that, individually or in the aggregate, impair present do not and will not materially interfere with its ability to conduct its business operations at as currently conducted. All such propertiesassets and properties are free and clear of all Liens, other than Permitted Liens. (ivb) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business Each of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)has complied, in all material respects, with the terms of all leases, subleases, easements, licenses and other occupancy agreements to which it is a party and under which it is in occupancy, and all such agreements are in full force and effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such agreements. (bc) The assets, properties and rights owned or leased by the Company and its Subsidiaries comprise all the assets, properties and rights utilized by the Company or any of its Subsidiaries in the operation of their respective businesses as presently conducted, and, in the aggregate, are sufficient to permit the Company and its Subsidiaries to operate their respective businesses as presently conducted. (d) All items of operating equipment owned or leased by the Company and its Subsidiaries are in a state of repair so as to be adequate, in all material respects, for operations in the areas in which they are operated. (e) Section 4.18(b5.15(e) of the Company Disclosure Letter sets forth a true and complete list of all real property, facilities, office space and similar property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real PropertySubsidiaries, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied together with the terms physical address of all leases to which it is a party, and all primary use for each such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property. (b) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all in each parcel of real property leased by the Company and its assets constituting personal Subsidiaries (including the parcels of real property (excluding, for purposes listed in Section 3.18 of this sentence, assets held under leasesthe Company Disclosure Letter), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and or operation of the assets to which they relate in the business of by the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bc) Section 4.18(b) Except to the extent disposed of in the Company Disclosure Letter sets forth a true and complete list ordinary course of all real property owned by business consistent with past practice, the Company or any one of its Subsidiaries (“Owned Real Property”) has good and all valid title to, or in the case of leased personal property, a valid leasehold interest in, each item of personal property leased for that is recorded or reflected as owned or leased, as the benefit of case may be, on the Company or any of its Subsidiaries (“Leased Real Property”). Each audited consolidated balance sheet of the Company and its Consolidated Subsidiaries has (i) good and marketable title as at December 31, 2010 included in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertythe Company SEC Documents, in each case, case free and clear of all Liens except other than Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 3.18 does not relate to intellectual property, which is the subject of Section 4.193.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(bSchedule 3.9(a) of the Company Disclosure Letter sets forth a true and complete list of Schedules lists or describes all interests in real property owned by the Company or any and each of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit Subsidiaries, including OREO, as of the Company or any date of its Subsidiaries (“Leased Real Property”). Each of this Agreement, together with the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use address of such real property. To the knowledge estate, and each lease of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases real property to which it is a party, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office. (b) The Company and each of its Subsidiaries has good and marketable title to all such leases are in full force assets and effectproperties, except for whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no Liens of any such noncompliance or failure to be in full force and effect that, individually or kind except: (i) as noted in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each most recent Company Financial Statements or as set forth in Schedule 3.9 of the Company Disclosure Schedules; (ii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which adequate reserves have been established and reflected in the Company Financial Statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by the Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business and set forth on Schedule 3.9 of the Company Disclosure Schedules; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair the business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the value or use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of the Company or the Bank consistent with past practice; and (viii) liens on property required by Regulation W promulgated by the Federal Reserve (collectively, the “Company Permitted Exceptions”). The 15 Company and each of its Subsidiaries enjoys peaceful as lessee has the right under valid and undisturbed possession under existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such leaseslease is valid and without default thereunder by the lessee or, except for to the Knowledge of the Company, the lessor. To the Knowledge of the Company, all buildings and structures owned by the Company and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any such failure to do so thatother Person. Since December 31, individually 2022, none of the Company’s or in the aggregateits Subsidiaries’ real property, whether owned or leased, has not had and would not reasonably be expected been taken by eminent domain (or to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which the Knowledge of the Company is the subject of Section 4.19a pending or contemplated taking which has not been consummated).

Properties. (a) The Company or one of Rook, together with its Subsidiaries has Subsidiaries, have in all material respects good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its the real properties and tangible assets constituting personal property (excludingi) reflected or disclosed in Rook’s Annual Report filed on Form 10-K for the fiscal year ended December 31, for purposes 2016 or (ii) acquired after December 31, 2016 (other than assets disposed of this sentencesince December 31, assets held under leases2016 in the Ordinary Course of business), free and clear of all Liens other than (iu) statutory ad valorem and real estate and other Liens for current taxes Taxes and assessments that are not yet past due or the amount or validity of which is for Taxes that are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP, (iiv) Liens securing Indebtedness reflected on the most recent consolidated balance sheet of Rook included in Rook SEC Documents filed with the SEC prior to the date of this Agreement or incurred by Rook or any of its Subsidiaries in the Ordinary Course of business since the date of such consolidated balance sheet, (w) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, which are not violated by the current use or occupancy of such real property, (x) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course Ordinary Course of business of the Company Rook or such Subsidiary consistent with past practice any of its Subsidiaries for amounts that are not due or payable, (iiiy) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, Liens and other similar rights imperfections of title or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and record that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and Rook or its Subsidiaries as currently conducted and (z) Liens set forth on Section 3.19(a) of the Rook Disclosure Letter (“Rook Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company Rook and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Rook Material Adverse Effect. Each of the Company Rook and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Rook Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one Except for dispositions of its Subsidiaries has good and valid title tosurplus equipment, or in the case of leased property and leased tangible assetsfurniture, a valid leasehold interest infixtures, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising dispositions in the ordinary course of business of and dispositions reflected on the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictionsMarch 28, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s 1999 unaudited consolidated balance sheet as at December 31described in Section 2.3(a), 2010 (or Company and the notes thereto) included Subsidiaries have good title to or, in the Company SEC Documents; case of leased assets and (v) any properties, valid leasehold interests in, all tangible real and personal assets and properties that they respectively own or lease and that are used in and material to conduct of the Business, including, but not limited to, all such matters of record, Liens and other imperfections of title assets that do not, individually they respectively own or lease as reflected in the aggregate, impair December 1998 balance sheet referred to in Section 2.3(a). Such assets are sufficient for the continued ownership, use and operation conduct of the Business as currently conducted. None of such assets or properties is subject to which they relate any Encumbrances other than Permitted Encumbrances. Except as set forth on SCHEDULE 2.7(a), the assets, properties and rights of Company and the Subsidiaries (including contract rights and intangible assets, properties and rights) include all of the assets, properties and rights of Seller, its subsidiaries and any of their controlled Affiliates primarily used in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)Business. (b) Section 4.18(bCompany and the Subsidiaries do not own any real property. SCHEDULE 2.7(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned currently leased or subleased by the Company (other than foreign office space provided by Seller and its Affiliates) or any of its Subsidiaries Subsidiary (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”each a "Lease"). Each of the Company and its Subsidiaries has With respect to each property listed on SCHEDULE 2.7(b): (i) good the Lease is valid and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectsubsisting, and there exists no default is not, under any such lease by the CompanyLease, any existing default or event of its Subsidiaries default (or any other party thereto, nor any event which, which with notice or lapse of time time, or both, would constitute a default thereunder default) by the CompanyCompany or any Subsidiary or, if Seller or any subsidiary is a party to such Lease, by Seller or such subsidiary of its Subsidiaries Seller, or to Seller's knowledge, any other party thereto; and (ii) to Seller's knowledge, except as, individually or in the aggregate, no third party to a material ▇▇▇▇▇ has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to repudiated any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timeprovisions thereof. (c) There are no contractual All material items of equipment owned or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property leased by the Company or any of its Subsidiaries Subsidiary used in the Business are in adequate operating condition, regularly and properly maintained, subject to normal wear and tear, except, in each case, for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or failures in condition and maintenance as do not have a material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings effect on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedBusiness. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except as would not reasonably be expected to result in a material expense or liability to the Company or one any Company Subsidiary or otherwise interfere in any material respect with the conduct of its their respective businesses being conducted on the date hereof, the Company and the Company Subsidiaries has good have good, valid and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interests in or other comparable contract rights in or relating to all personal properties that are material to the Company’s business on a consolidated basis, and all such personal properties, other than personal properties in which the Company or any Company Subsidiary has a leasehold interest inor other comparable contract right, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), are free and clear of all Liens other than Liens, except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments Taxes not yet past due and payable, that are payable without penalty or the amount or validity of which is that are being contested in good faith by appropriate proceedingsand for which adequate reserves have been recorded, (ii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriersworkers’ or and similar Liens arising incurred in the ordinary course of business, (iii) Liens incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing workers’ compensation, unemployment insurance and other types of money or the obtaining of advances or credit and that do not, individually social security or in the aggregateordinary course of business to secure the performance of tenders, impair present business operations at such propertiesstatutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (iv) existing Liens disclosed that are not reasonably likely to adversely interfere in a material way with the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, current use and operation of the properties or assets to which they relate in the business of the Company and its Subsidiaries as currently conducted encumbered thereby (collectively, “Permitted Liens”). (b) Section 4.18(bExcept as would not reasonably be expected to result in a material expense or liability to the Company or any Company Subsidiary or otherwise interfere in any material respect with the conduct of their respective businesses being conducted on the date hereof: (i) (x) the Company or a Company Subsidiary has good and marketable fee simple title to, and holds a policy of title insurance (which policy of title insurance, to the knowledge of the Company Disclosure Letter sets forth a true Company, is valid and complete list effective) on, all of all the real property owned by the Company or any of its the Company Subsidiaries (the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except (other than Permitted Liens. No parcel ), (y) neither the Company nor any Company Subsidiary has leased or otherwise granted to any person the right to use or occupy all or any material portion of such Owned Real Property, and (z) neither the Company nor any Company Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or Leased Real Property is any material portion thereof, (ii) to the knowledge of the Company, the Company or a Company Subsidiary has a good and valid leasehold or other occupancy interest in all real property subject to any governmental decree a Company Lease (such leased real property, together with the Owned Real Property, the “Real Property”), free and clear of all Liens (other than Permitted Liens), and each Company Lease is valid, binding and enforceable on the Company or order to be sold or is being condemnedthe Company Subsidiary, expropriated or otherwise taken by any public authority with or without payment of compensation thereforas the case may be, norand, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property each other party thereto and all amendments and modifications thereto are is in full force and effect, except for those Company Leases that pursuant to their terms have expired or been terminated (other than termination by one party to a Company Lease for breach by another party to such Company Lease), and there exists no except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or at law), (iii) none of the Company or any of the Company Subsidiaries has received written notice of any default under any such lease by Company Lease, which default continues on the Companydate of this Agreement, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased there is no event that with the giving of notice or the passage of time would constitute a default under any Company Lease, (iv) to the knowledge of the Company, all buildings, facilities, structures and fixtures included in the Real Property by (giving due account to the Company or any age and length of its Subsidiaries for the current or contemplated use of such real property. To same, ordinary wear and tear excepted) are in good operating condition and repair (except for ordinary, routine maintenance and repairs that are not material in nature or cost), and (v) to the knowledge of the Company, there are no material latent defects pending or material adverse physical conditions affecting threatened (i) appropriation, condemnation, eminent domain or like proceedings related to the Owned Real Property or Leased (ii) proceedings to change the zoning classification, variance, special use, or other applicable land use law of any portion of the Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good Seller Disclosure Schedule 3.09(a) correctly describes all real property leased by Seller under the Net Lease Agreement dated October 31, 1995 by and valid among Landlord's predecessor in interest, Opus/Puget Western I, L.L.C., Seller and Seller's predecessor in interest, McCaw Property Investments, Inc., as amended by Amendment 1 to Net Le▇▇▇ ▇greement dated January 3, 1996 and Amendment 2 to Net Lease Agreement dated September 18, 1996 (as amended, the "Lease"), the rights and obligations under which Lease are being assigned to and assumed by Acquisition Subsidiary (the "Real Property"), any title to, or insurance policies and surveys with respect thereto in the case possession of leased property Seller, and leased tangible assetsany Liens thereon granted by or, a valid leasehold interest into Seller's Knowledge, all imposed by operation of its assets constituting personal property (excludinglaw through Seller, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or specifying the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business name of the Company lessor or such Subsidiary consistent with past practice (iii) encumbrances on real property in sublessor, the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, lease term and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)basic annual rent. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries Seller has (i) good and marketable title in fee simple to all Owned Real Property Purchased Assets and (ii) good has a valid leasehold title to all Leased interest in the Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property Purchased Asset 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoLien, except asLiens which do not materially detract from the value of such Purchased Asset, individually or in materially interfere with any present use of such Purchased Asset, including Liens for current Taxes not yet due and payable (the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time"Permitted Liens"). (c) There are no contractual or legal restrictions that preclude or materially restrict To Seller's Knowledge, (i) the ability to use any Owned plants, buildings and structures included in the Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are have no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsdefects, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and (ii) are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), (iii) are adequate and suitable for the requirements of the business of the Company their present uses and its Subsidiaries as currently conducted(iv) are structurally sound. (d) Each To Seller's Knowledge, the plants, buildings and structures included in the Real Property currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Company Business as it has heretofore been conducted. (e) To Seller's Knowledge, the use, occupancy and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each operation of the Company Real Property as currently used, occupied and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesoperated, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual propertyconstitute a nonconforming use under applicable building, which is the subject of Section 4.19zoning, subdivision and other land use and similar laws, regulations and ordinances.

Properties. (a) The Except as disclosed on Schedule 3.8(a), neither the Company or one nor any of its Subsidiaries has any interest in any Real Property. The Company and the Subsidiaries have good and valid marketable title to, or in the case of leased property and leased tangible assets, a have valid leasehold interest interests in, all the Real Property as disclosed on Schedule 3.8(a). None of its such assets constituting personal property (excludingis subject to any Liens, for purposes of this sentence, assets held under leases), free and clear of all Liens other than except: (i) statutory ad valorem and real estate and other Liens disclosed on Schedule 3.8(a), (ii) Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); (iii) non-consensual Liens attaching by appropriate proceedingsoperation of law, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice practices and securing payments not past due all of which are set forth in Schedule 3.8(a); or (iv) Liens with respect to which deposits or pledges have been made to obtain the release of any such Liens described in clause (iii) encumbrances above and which are disclosed on real property in Schedule 3.8(a) (collectively, the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, "Permitted Real Property Liens"). The purchase and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation sale of the assets to which they relate in Shares and the business consummation of the Company transactions contemplated hereby will not affect the validity, enforceability and its Subsidiaries as currently conducted (“Permitted Liens”)continuity of any of the Real Property. (b) Section 4.18(bAll Real Property (including the improvements thereon) (i) is in good condition and repair, reasonable wear and tear excepted; (ii) is available for immediate use in the conduct of the business or operations of the Company Disclosure Letter and (iii) to the knowledge of the Seller, complies with all applicable building, life safety and zoning codes and the regulations of any governmental authority having jurisdiction and with all Environmental Laws. To the knowledge of the Seller, all improvements, installations, equipment and facilities utilized in connection with the business of the Retained Business Units are operated, maintained, placed and located in accordance with the provisions of all applicable laws, rules, regulations, restrictions, leases, licenses, permits or other arrangements and are located entirely on the Real Property. There are no condemnation proceedings or eminent domain proceedings, lawsuits or legal proceedings of any kind pending or, to the knowledge of the Seller, threatened in connection with the Real Property. To the knowledge of the Seller, the Real Property and the present use and condition thereof do not violate any applicable covenants, restrictions, agreements, existing site plan approvals or any zoning or subdivision regulations or urban redevelopment plans applicable to the Real Property as modified by any duly issued variances; and no permits, licenses or certificates pertaining to the use or operation of the Real Property are required by any governmental agency having jurisdiction over the Real Property or their operation. All improvements made by or constructed for the Company and, to the knowledge of the Seller, with respect to improvements used by the Company but not made by it or constructed for it, on the Real Property, if any, were constructed in compliance with all applicable federal, state or other statutes, laws, ordinances, regulations, rules, codes, orders or requirements (including, but not limited to, any building, zoning or environmental laws or codes) affecting such premises. The Company has paid, or shall have paid prior to Closing, all amounts owing to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with any Real Property. Schedule 3.8(b) sets forth a true and complete list of all real property owned construction, architect, engineering and other agreements, if any, relating to uncompleted construction projects entered into by the Company or in connection with any of its Subsidiaries (“Owned Real Property”. (c) Set forth in Schedule 3.8(c) is a list of all material items of Personal Property. The Company owns and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real of the Personal Property, in each case, free and clear of all Liens, except for (i) Liens for taxes not yet due and payable, and (ii) Liens which are described in Schedule 3.8(c), all of which Liens the Company covenants and agrees to remove prior to or at Closing except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order as noted in Schedule 3.8(c) (such Liens described in clause (i) and those which are not required to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norremoved prior to Closing pursuant to clause (ii) hereinafter referred to as "Permitted Personal Property Liens"). Except as set forth in Schedule 3.8(c), to the knowledge of the CompanySeller, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Personal Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are is in good operating condition and repair for repair, has been maintained in a manner consistent with generally accepted standards of good engineering practice and in accordance with the requirements of any applicable warranties and is available for immediate use in the business of the Retained Business Units. If any Personal Property set forth in Schedule 3.8(c) is owned by any Affiliate, shareholder, partner, officer or employee of the Company, title to such Personal Property shall be transferred to the Company and its Subsidiaries as currently conductedprior to the Closing. (d) Each The accounts receivable reflected on the Balance Sheet and all accounts receivable arising between the Balance Sheet Date and the date of this Agreement arose from bona fide transactions in the Company ordinary course of business and its Subsidiaries has complied with the terms of all leases are not subject to which it is a partyoffset or deduction, and the goods and/or services involved have been sold, delivered and/or fully-performed. Adequate provision has been made for contractual discounts and adjustments to all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19accounts receivable from third-party payors.

Properties. (a) Seller has made available to Buyer a correct and complete copy of each deed or similar instrument of conveyance in respect of real property owned by the Company and its Subsidiaries. The Company or one of and its Subsidiaries has have good title (and valid title toin the case of real property marketable title, subject to Permitted Liens), or in the case of leased property and leased tangible assets, a assets have valid leasehold interest interests in, all of its property and assets constituting personal property (excludingwhether real, for purposes of this sentencepersonal, assets held under leases), free tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date or that they otherwise purport to own and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due that are material to the Business or the amount or validity financial condition of which is being contested in good faith by appropriate proceedingsthe Company and the Subsidiaries, (ii) mechanics’taken as a whole, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising except for properties and assets sold since the Balance Sheet Date in the ordinary course of business of the Company or such Subsidiary consistent with past practice practices. None of such property or assets is subject to any Lien, except: (i) Liens disclosed on the Balance Sheet or securing liabilities reflected on the Balance Sheet; (ii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iii) encumbrances on real property in the nature of zoning restrictionsmechanic’s, easementsmaterialman’s, rights of waycarrier’s, encroachments, restrictive covenants, repairer’s and other similar rights Liens arising or restrictions that were not incurred in connection with the borrowing ordinary course of money business or the obtaining of advances that are not yet due and payable or credit and that do not, individually or are being contested in the aggregate, impair present business operations at such properties, good faith; (iv) existing Liens disclosed incurred in the Company’s consolidated balance sheet as at December 31, 2010 (or ordinary course of business since the notes thereto) included in the Company SEC DocumentsBalance Sheet Date; and or (v) any such matters other Liens that would not reasonably be expected to have a Material Adverse Effect (paragraphs (i)-(v) of recordthis Section 3.14(a) are, Liens and other imperfections of title that do notcollectively, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) With respect to each Lease of Leased Real Property required to be disclosed pursuant to Section 4.18(b3.11: (i) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, neither the Company nor any Subsidiary has any material disputes with respect to such Lease and, to the Knowledge of Seller, no landlord has any disputes with the Company or any Subsidiary with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease, which has not been redeposited in full; (iii) neither the Company nor any Subsidiary owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (iv) the landlord to such Lease is not an Affiliate of the Company Disclosure Letter sets forth a true and complete list or any Subsidiary; (v) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any Subsidiary has been notified in writing that any lessor is taking action to terminate, nor, to Seller’s knowledge, is any lessor threatening to terminate, such Lease before the expiration date specified in such Lease; and (vii) no written notice of all real property owned any appropriation, condemnation or like proceedings, or of any material violation of any applicable zoning law, regulation or other law, order, regulation, requirement or provision of such Lease, relating to the Leased Real Property has been received by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, norSubsidiary or, to the knowledge of the CompanySeller’s knowledge, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timeis threatened. (c) There are no contractual or legal restrictions that preclude or materially restrict The real property identified in Schedule 3.14(c) (the ability to use any Owned “Real Property or, to the knowledge Property”) comprises all of the Company, Leased Real Property by the Company owned real property used or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained intended to be used in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partySubsidiaries, and all such leases are the Real Property is in full force good operating condition (subject to normal wear and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19tear).

Properties. (a) The Except as set forth in Section 5.25 of the Company Disclosure Schedule and except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest inand enforceable leasehold, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)as applicable, free and clear of all Liens other than Liens, to all of the properties and assets, real and personal, tangible or intangible, which are reflected on the Company Balance Sheet as of the Company Balance Sheet Date or acquired after such date, except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable Law notwithstanding any such contest, (ii) such imperfections of title, easements and encumbrances, if any, as do not materially impair the use of the respective property as such property is used on the date hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (iii) for dispositions of or encumbrances on such properties or assets in the ordinary course of business, (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or carrier’s and other similar Liens and encumbrances arising in the ordinary course of business, (v) Liens securing obligations that are reflected in such consolidated balance sheet, and changes in such obligations in the ordinary course of business of since the Company Balance Sheet Date or (vi) the lessor’s interest in any such property that is leased. All material leases pursuant to which the Company or such Subsidiary consistent any of its Subsidiaries, as lessee, leases real or personal property are valid and enforceable in accordance with past practice (iii) encumbrances on real property in the nature of zoning restrictionstheir respective terms and are bona fide, easementsarm’s length leases, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions at rents that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet constituted market rents as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) respective dates such leases were entered into. Section 4.18(b) 5.25 of the Company Disclosure Letter Schedule sets forth a true true, correct and complete list of all real property properties owned or leased by the Company or any of its Subsidiaries (“Owned Real Property”) and Subsidiaries. The Company has made available to Parent copies of all property leased for the benefit of the Company documents creating or any of its Subsidiaries (“Leased Real Property”). Each evidencing fee or leasehold interests of the Company and its Subsidiaries has (i) good and marketable title in fee simple to Subsidiaries, including all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property modifications or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except as set forth on Section 3.12(a) of the Company or one Disclosure Schedules, the Company and each of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)marketable title, free and clear of all Liens other than Liens, to all of the properties and assets, real and personal, tangible or intangible (in each case, that is owned by the Company and used in the Business), except for (i) statutory ad valorem and real estate and other Liens for current taxes Taxes or assessments and assessments similar charges not yet past due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, or (ii) mechanics’mechanic's, workmen’smaterial men's, repairmen’scontractor's, landlord’s, warehousemen’s, carriers’ repairman's or similar Liens arising in the ordinary course of business of (the Company or such Subsidiary consistent with past practice items in clauses (iiii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (vii) any such matters of recordcollectively, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Except as set forth in Section 4.18(b3.12(b) of the Company Disclosure Letter sets forth a true Schedule, all machinery, equipment and complete list other tangible personal property owned or leased by the Company Group or used in the Company's business are (i) in generally good operating condition in all material respects, reasonable wear and tear excepted, and (ii) not in need of all renewal or replacement, except for renewal or replacement in the ordinary course of business. Section 3.12(b) of the Company Disclosure Schedule identifies each parcel of real property owned leased by the Company or any Subsidiary. The Company has provided to Parent true, correct and complete copies of its Subsidiaries (“Owned Real Property”) all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy any real property or facility, including all property leased for the benefit modifications, amendments and supplements thereto, and such lease, sublease or other agreement is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries (“Leased Real Property”). Each Company, and will continue to be a valid, binding obligation of the Company and its Subsidiaries has (i) good and marketable title enforceable immediately following the Closing in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, accordance with the terms thereof as in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, effect prior to the knowledge Closing (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors' rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at Law or under applicable legal codes)). Neither the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by nor to the Company's Knowledge, any of its Subsidiaries or any other party theretoto such leases, nor any subleases or other agreements, is in breach or default, and no event has occurred which, with notice or lapse of time or bothtime, would constitute a breach or default thereunder by or permit termination, modification or acceleration thereunder, and there are no disputes, oral arguments or forebearance programs to which the CompanyCompany or its Subsidiaries are a party in effect as to any lease or sublease. Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries or owns any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one and each of its Subsidiaries has good and valid marketable title toto all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except: (a) as noted in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property most recent Company Financial Statements; (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (ib) statutory ad valorem and real estate and other Liens liens for current taxes and assessments Taxes not yet past due delinquent or the amount or validity of which is being contested in good faith by appropriate proceedingsProceedings and for which appropriate reserves have been established and reflected on the Company Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ granted in connection with repurchase or similar Liens arising reverse repurchase agreements or otherwise incurred in the ordinary course Ordinary Course of business Business; (d) the issued and outstanding shares of the common stock of Company or such Subsidiary consistent Bank pledged to West Bank in connection with past practice Company’s outstanding debt obligation to West Bank (iiithe “West Bank Note”); (e) encumbrances on real property collateral pledged to the FHLB in the nature Ordinary Course of zoning restrictions, Business; (f) easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and encumbrances that do not, individually not materially affect the use of the properties or in the aggregate, assets subject thereto or affected thereby or otherwise materially impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (vg) any such matters of record, Liens minor defects and other imperfections of irregularities in title and encumbrances that do not, individually or in the aggregate, not materially impair the continued ownership, use and operation of thereof for the assets to purposes for which they relate in are held (collectively, the business of the “Permitted Exceptions”). Company and each of its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) lessee has the right under valid and existing leases to occupy, use, possess and control any and all of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all respective property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectit, and there exists no default under any each such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a is valid and without default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property lessee or, to the knowledge Knowledge of the Company, Leased Real Property the lessor. All buildings and structures owned by the Company or any and each of its Subsidiaries for lie wholly within the current or contemplated use of such real property. To the knowledge boundaries of the Companyreal property owned or validly leased by it, there are no material latent defects and do not encroach upon the property of, or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied otherwise conflict with the terms of all leases to which it is a partyproperty rights of, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19other Person.

Properties. (ai) The Company Section 5.03(s)(i) of Valley’s Disclosure Schedule contains a complete and correct list of all real property or one premises owned or operated by Valley as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of Valley’s Disclosure Schedule, none of Valley or any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of Valley’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by Valley or any of its Subsidiaries, and together with a list of applicable leases or subleases and the case name of leased property and leased tangible assets, a valid leasehold interest inthe lessor or sublessor. (iii) To Valley’s Knowledge, all real and personal property owned by Valley or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. Valley has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of Valley as of March 31, 2021, or acquired after such date, other than properties sold by Valley or any of its Subsidiaries in the ordinary course of business, except: (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedings, adequate reserves have been established; (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice; (C) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent; or (D) as reflected on the consolidated balance sheet of Valley as of March 31, 2021. (iv) All real and personal property which is material to Valley’s business on a consolidated basis and leased or licensed by Valley or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of Valley or any of its Subsidiaries and, to Valley’s Knowledge, are valid and binding obligations of the Company other parties thereto, enforceable against Valley or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsValley, and to Valley’s Knowledge, the other similar rights or restrictions that were not incurred parties thereto, in connection accordance with their terms, subject to the borrowing of money or the obtaining of advances or credit Bankruptcy and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of Valley’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and Valley and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither Valley nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such matters real property lease and, to the Knowledge of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation Valley as of the assets to which they relate date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to: (A) result in the business a violation or breach of any of the Company provisions of any real property lease; (B) give any Person the right to declare a default or exercise any remedy under any real property lease; (C) give any Person the right to accelerate the maturity or performance of any real property lease; or (D) give any Person the right to cancel, terminate or modify any real property lease. To Valley’s Knowledge, Valley and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of are in compliance with all applicable health and safety related requirements for the Company Disclosure Letter sets forth a true and complete list of all real property owned by any of them, including those requirements under the Company Americans with Disabilities Act of 1990, as amended. None of the owned or leased premises or properties described in paragraph (i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (vi) Except as set forth in Section 5.03(s)(vi) of Valley’s Disclosure Schedule; (A) neither Valley nor any of its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by Valley or any of its Subsidiaries (“Owned Real Property”or any portion thereof or interest therein); (B) and all neither Valley nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property leased for owned by Valley or any of its Subsidiaries; or (C) to the benefit Valley’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment of the Company any real property owned by Valley or any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (“Leased Real Property”). Each vii) Except as set forth in Section 5.03(s)(vii) of Valley’s Disclosure Schedule, the Company real property owned by Valley or any of its Subsidiaries: (A) is occupied under a valid certificate of occupancy or similar permit; (B) the Transaction will not require the issuance of any new or amended certificate of occupancy; and (C) to Valley’s Knowledge, there are no facts that would prevent any such property from being occupied and used by Tri Counties Bank after the Closing in the same manner as occupied by Valley immediately prior to the Closing. (viii) To Valley’s Knowledge: (A) all improvements on the real property owned by Valley or any of its Subsidiaries has (i) good are wholly within the lot limits of such real property and marketable title in fee simple to all Owned Real Property do not encroach on any adjoining premises or easement or similar property right benefiting such real property; and (iiB) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property there are no encroachments on any real property owned by Valley or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse easement of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, right or benefit appurtenant thereto by any improvements located on any adjoining property which is detract from the subject of Section 4.19use therefrom.

Properties. (a) Section ‎3.14(a) of the Company Disclosure Letter sets forth a true, complete and accurate list of the common address of each parcel of Owned Real Property. The Company or one of its Subsidiaries has good and valid marketable fee simple title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes theretoits jurisdictional equivalent) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens Encumbrances except Permitted LiensEncumbrances. No parcel The Company or one of its Subsidiaries has exclusive possession of each Owned Real Property Property, other than any use and occupancy rights granted to third-party owners, tenants or Leased Real Property is subject licensees pursuant to any governmental decree or order Contracts with respect to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment such real property entered in the ordinary course of compensation therefor, nor, to the knowledge business and disclosed on Section ‎3.14(a) of the CompanyCompany Disclosure Letter. (b) Section ‎3.14(b) of the Company Disclosure Letter sets forth a true, has any such condemnation, expropriation or taking been proposed. All leases complete and accurate list of the common address of each parcel of Leased Real Property and all amendments the lease, license, occupancy agreement or other similar Contract pursuant to which the Company or any of its Subsidiaries is granted the right to use and modifications thereto are occupy such Leased Real Property (any such leases, licenses, occupancy agreements or other similar Contracts, the “Leases”). The Company or one of its Subsidiaries, as applicable, has, subject to the terms of the applicable Lease, valid leasehold interests in its Leased Real Property, free and clear of any Encumbrances except Permitted Encumbrances. With respect to each Lease (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default thereunder, (ii) each Lease is in full force and effect, and there exists no default under any such lease by is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed, in all material respects, all obligations required to be performed by them to date under such Lease and are not (with or without the lapse of time or the giving of notice, or both) in material breach thereunder and (iv) neither the Company nor any of its Subsidiaries or has received any other party theretowritten notice of termination with respect to, nor any event whichand, with notice or lapse to the Knowledge of time or both, would constitute a default thereunder by the Company, no party has threatened to terminate, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timesuch Lease. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge Knowledge of the Company, Leased Real Property by the Company threatened condemnation, eminent domain or rezoning proceedings or similar actions that affect any material portion of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsNeither the Company nor any of its Subsidiaries has granted or is obligated under any option, warehousesright of first offer, distribution centersright of first refusal or other contractual right to purchase, structures acquire, sell or dispose of any material real property or any material portion thereof or material interest therein. Neither the Company nor any Company Subsidiary occupies and performs any manufacturing or other buildings material operations on real property other than on the Owned Real Property or the Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedProperty. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. Except as disclosed in SECTION 4.20 of the Disclosure Schedule (with paragraph references corresponding to those set forth below): (a) The Company or one of its Subsidiaries Savers has good and valid title to all debentures, notes, stocks, securities, and other assets that are of a type required to be disclosed in Schedules B through DB of its Annual Statement and that are owned by it, free and clear of all Liens. (b) Savers owns good and indefeasible title to, or in the case of leased property and leased tangible assets, has a valid leasehold interest in, all real property used in the conduct of its assets constituting personal property (excludingbusiness, for purposes operations, or affairs or of this sentence, assets held under leases)a type required to be disclosed in Schedule A of Savers' Annual Statement, free and clear of all Liens Liens. All such real property, other than raw land, is in good operating condition and repair and is suitable for its current uses. No improvement on any such real property owned, leased, or held by Savers encroaches upon any real property of any other Person. Savers owns, leases, or has a valid right under Contract to use adequate means of ingress and egress to, from, and over all such real property. SECTION 4.20(B) of the Disclosure Schedule contains a brief description of (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity each parcel of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by Savers (the Company or any of its Subsidiaries (“"Owned Real Property”") (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and all property leased for the benefit of the Company any indebtedness secured by a mortgage or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (iother Lien thereon) good and marketable title in fee simple to all Owned Real Property and (ii) each option held by Savers to acquire any real property. Complete and correct copies of any title opinions, surveys and appraisals Savers' possession or any policies of title insurance currently in force and in the possession of Savers with respect to each such parcel have heretofore been delivered to SMC. (c) Savers owns good and indefeasible title to, or has a valid leasehold title interest in or has a valid right under Contract to use, all Leased Real Propertytangible personal property that is used in the conduct of its business, in each caseoperations, or affairs, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property All such tangible personal property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair and is suitable for the requirements of the business of the Company and its Subsidiaries as currently conductedcurrent uses. (d) Each Savers has, and at all times after the Closing will have, the right to use, free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement, or other Liens, all marks, names, trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights, trade names, and service marks that are used in the conduct of its business, operations, or affairs (of which a true and complete list and description is disclosed in SECTION 4.20(D) of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyDisclosure Schedule), and all such leases are computer software, programs, and similar systems owned by or licensed to Savers, or any Affiliate of Savers or used in full force the conduct of its business, operations, or affairs (of which a true and effect, except for any such noncompliance or failure to be complete list and description is disclosed in full force and effect that, individually SECTION 4.20(D) of the Disclosure Schedule). Savers is not in conflict with or in the aggregateviolation or infringement of, and Savers has not had and would not reasonably be expected received any notice of any conflict with or violation or infringement of or any claimed conflict with, any asserted rights of any other Person with respect to have a Material Adverse Effect. Each any intellectual property or any computer software, programs, or similar systems, including, without limitation, any of such items disclosed in SECTION 4.20(D) of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Disclosure Schedule.

Properties. (a) Schedule 3.11(a) sets forth a complete and accurate list and the address of all real property and inter- ests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). Schedule 3.11(a) sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or one of its Subsidiaries a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title toto the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, or in the case of leased property and leased tangible assetsindividually, as a valid leasehold interest in"Company Property" and, all of its assets constituting personal property (excludingcollectively, for purposes of this sentence, assets held under leasesas "Company Properties"), in each case free and clear of all Liens other than (i) statutory ad valorem and real estate mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other Liens for current taxes and assessments not yet past due similar restrictions of any nature whatsoever, except (A) such as are set forth in Schedule 3.11(a) or the amount or validity of which is being contested in good faith by appropriate proceedingson Schedule 3.9(c), (iiB) mechanics’Permitted Liens, workmen’s(C) financing statements, repairmen’seasements, landlord’scovenants, warehousemen’srights-of-way and other similar restrictions of record and (D) (I) zoning, carriers’ building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or similar Liens arising in the ordinary course of business of other third party on property over which the Company or such any Subsidiary consistent with past practice has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (iiiIII) encumbrances on real property in the nature of zoning restrictions, unrecorded easements, rights of way, encroachments, restrictive covenants, rights-of-way and other similar rights or restrictions that were not incurred restrictions, none of which items set forth in connection with the borrowing of money or the obtaining of advances or credit clauses (I), (II) and that do not(III), individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets property to which they relate in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on Schedule 3.11(a), to the knowledge of the Company, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth on Schedule 3.11(a), American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries Subsidiaries, as currently conducted applicable, to each of the Owned Properties in sufficient amounts to avoid co- insurance statutes, subject only to the matters set forth therein (“Permitted Liens”the "Title Policies"), and, to the Company's knowledge, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. The Company has delivered to Buyer true and complete copies of all such policies and of the most recent surveys of the Owned Properties, and true and complete copies of all material exceptions referenced in such policies and the most recent title reports for and surveys of each of the Owned Properties. (b) Section 4.18(bSchedule 3.11(b) of the Company Disclosure Letter sets forth a true complete and complete accurate list of all real property owned material commitments, letters of intent or similar written understandings made or entered into by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit as of the Company date hereof (x) to sell, mortgage, pledge or hypothecate any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real PropertyProperties, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected are material, or to have otherwise enter into a Material Adverse Effect. Assuming all consents, approvals and authorizations listed material transaction in Section 4.5 respect of the ownership or financing of any Company Disclosure Letter relating Property or (y) to purchase or to acquire an option, right of first refusal or similar right in respect of any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesare material, except for which, in any such failure to do so that, individually or in the aggregatecase, has not had yet been reduced to a written lease or contract, and would not reasonably be expected sets forth with respect to have each such commitment, letter of intent or other understanding the principal terms thereof. The Company has delivered to Buyer a Material Adverse Effecttrue and complete copy of each such commitment, letter of intent or other understanding. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.Schedule 3.11

Properties. (aSchedule 3.11(a) The sets forth as of the date hereof a complete and accurate list and the addresses of all real property owned or leased by the Company or one any of its Subsidiaries has good or any Property Joint Venture or otherwise used by the Company or any of its Subsidiaries or any Property Joint Venture in the conduct of their business (other than Tenancy Leases which are addressed in Section 3.11(l)) or operations (collectively, and valid title totogether with the land at each address referenced on Schedule 3.11(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, the "COMPANY PROPERTIES"). Each of the Company Properties is owned or leased by SUSA, a Subsidiary of SUSA or a Property Joint Venture, as indicated on Schedule 3.11(a), and the Company itself does not directly own or lease any Company Property. To the Sellers' knowledge, SUSA or, in the case of leased property Company Properties owned by Subsidiaries of SUSA or Property Joint Ventures, such Subsidiaries or Property Joint Ventures, own good and leased tangible assetsmarketable fee simple or leasehold title, a valid leasehold interest inas applicable, all to each of its assets constituting personal property (excludingthe Company Properties, for purposes of this sentence, assets held under leases), in each case free and clear of all Liens other than any Liens, title defects, contractual 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) statutory ad valorem Permitted Liens and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’Property Restrictions imposed or promulgated by law or by any Government Authority which are customary and typical for similar properties. To the Sellers' knowledge, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business none of the matters described in clauses (i) and (ii) of the immediately preceding sentence materially interferes with, impairs, or is violated by, the existence of any building or other structure or improvement which constitutes a part of, or the present use, occupancy or operation (or, if applicable, development) of, the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsProperties taken as a whole, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that such matters do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 have a Material Adverse Effect. American Land Title Association policies of title insurance (or marked title insurance commitments having the notes theretosame force and effect as title insurance policies) included in have been issued insuring the Company SEC Documents; and (v) any such matters fee simple or leasehold, as applicable, title of recordSUSA, Liens and other imperfections of title that do notits Subsidiaries or the Property Joint Ventures, individually or in the aggregateas applicable, impair the continued ownership, use and operation of the assets with respect to which they relate in the business all of the Company Properties in amounts at least equal to the original cost thereof, and, to the Sellers' knowledge, such policies are valid and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) in full force and effect and no claim has been made under any such policy. The Sellers have delivered or made available to the Buyer true and complete copies of all such policies and of the most recent surveys of the Company Disclosure Letter sets forth a Properties indicated on Schedule 3.11(a), and true and complete list copies of all real property owned by material ex- ceptions referenced in such policies and the most recent title reports for and surveys (to the extent not previously delivered or made available to the Buyer) of each of the Company Properties available to the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company will be provided or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease made available by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder Sellers for inspection by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeBuyer. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet Except as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Material Adverse Effect, each Obligor and each Subsidiary has (i) good title to, or valid and subsisting leasehold interests in, all its Property, and (ii) marketable fee simple title to any owned Real Property Asset. Assuming all consents, approvals All machinery and authorizations listed in Section 4.5 equipment material to the business of the Company Disclosure Letter relating to any Leased Real Property Obligors and the Subsidiaries is in good operating condition (for the purpose for which it is used) and repair (normal wear and tear and immaterial loss from casualty and condemnation excepted), and all necessary replacements of and repairs thereto have been obtained, all leases of Leased Real Property shall remain valid made so as to preserve and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained maintain in all material respects the value and are operating efficiency of such machinery and equipment. (b) Set forth on Schedule 5.05 is a complete list of (i) all Copyrights of Recorded Books that have been registered in good operating condition the United States Copyright Office and repair for (ii) all Patents and Trademarks of the requirements of Obligors that have been registered in the United States Patent and Trademark Office. All registered Copyrights material to the business of the Company Obligors, if any, are set forth on Schedule 5.05. Each Obligor owns, or is licensed to use, all Patents, Trademarks and Copyrights and other intellectual property material to its Subsidiaries as currently conducted. business (d“Proprietary Rights”) Each and, to the Knowledge of the Company and its Subsidiaries has complied with Obligors, the terms use thereof by the Obligors does not infringe upon the rights of all leases to which it is a party, and all such leases are in full force and effectany other Person, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and as would not reasonably be expected to have result in a Material Adverse Effect. Each . (c) As of the Company Issue Date, Schedule 5.05 contains a true, accurate and complete list of all Real Property Assets, whether owned or leased. Except as specified in Schedule 5.05, each lease, sublease or assignment of lease (together with all amendments, modifications, supplements, renewals or extensions thereof) affecting any Leasehold Property of the Obligors is in full force and effect and the Obligors have no Knowledge of any material default that has occurred and is continuing thereunder, and each such agreement constitutes the legal, valid and binding obligation of each applicable Obligor or Subsidiary, as applicable, enforceable against such Obligor or Subsidiary in accordance with its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesterms, except for any such failure as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19limiting creditors’ rights generally or by equitable principles.

Properties. (a) Seller does not own any real property. The Company real property (the "Real Property") demised by the Leases described in Schedules C-1, C-2 and C-3 constitute substantially all of the real property used or one occupied by Seller. The Real Property is sufficient for the conduct of its Subsidiaries has good the Business as now conducted by Seller. (b) The Leases and valid title toany personal property leases are in full force and effect in all material respects, or in the case of leased property and leased tangible assets, Seller holds a valid and existing leasehold interest inunder each of the Leases for the term set forth in Schedules C-1, all C-2 and C-3 or Schedules ▇-▇, ▇-▇ and B-3, as applicable. Seller has delivered to Buyer complete and accurate copies of its assets constituting each of the Leases and the personal property leases, and none of the Leases or personal property leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. Seller is not in default in any material respect, and to the best knowledge of Seller no circumstances exist which, if unremedied, would, either with or without notice or the passage of time or both, result in such default under any of the Leases or personal property leases. To the best knowledge of Seller, no other party to any of the Leases or personal leases is in default thereof. (excludingc) Seller is the owner of all right, for purposes title and interest in and to the Assets, including each of this sentence, the properties and assets held under leases)reflected on the Balance Sheet or acquired since the Balance Sheet Date, free and clear of all Liens other than Permitted Liens. (id) statutory ad valorem Schedules F-1, F-2 and real estate F-3 set forth a complete and accurate list of all the Assets which constitute equipment (including computer equipment and related peripherals), machinery, motor vehicles, furniture, fixtures, furnishings and leasehold improvements. All of the buildings, machinery, equipment and other Liens for current taxes and assessments not yet past due or tangible assets used by Seller in the amount or validity conduct of which is being contested the Business are in good faith by appropriate proceedingscondition and repair, (ii) mechanics’ordinary wear and tear excepted, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising and are usable in the ordinary course of business business. Seller owns, or leases under valid leases, all machinery, equipment and other tangible Assets necessary for the conduct of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet Business as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently presently conducted (“Permitted Liens”)by Seller. (be) Section 4.18(b) Seller is not in violation of any applicable zoning ordinance or other Governmental Regulation relating to the Real Property that has resulted or could reasonably be expected to result in a Material Adverse Effect, and Seller has not received any written notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 violations of the Company, has any such condemnation, expropriation or taking been proposed. All leases potential consequences of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has which have not had and would could not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.eFunds Project Panther APA Execution Copy

Properties. (a) The Company or one Reliant and each of its Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its the material properties and assets constituting which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Reliant Balance Sheet (except for personal property (excluding, for purposes sold since the date of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Reliant Balance Sheet in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property practice). All such properties and assets reflected in the nature Reliant Balance Sheet are free and clear of zoning restrictionsall Liens, easements, rights of way, encroachments, restrictive covenants, except for Liens reflected on the Reliant Balance Sheet and Liens for current taxes not yet due and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and Liens that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, not materially impair the continued ownership, use and operation or value of the property or assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)subject thereto. (b) Neither Reliant nor any of its Subsidiaries owns, or has ever owned, any real property. Section 4.18(b3.16(b) of the Company Reliant Disclosure Letter Schedule sets forth a true and complete list of all real property owned currently leased, subleased or licensed by the Company or from Reliant or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or otherwise used or occupied by Reliant or any of its Subsidiaries for the operation of business (the “Reliant Leased Real Property”). Each , the address, name of the Company lessor, licensor, sublessor, master lessor or lessee and its Subsidiaries date of the lease, license, sublease or other occupancy right and each amendment thereto. (c) Reliant has (i) good provided or made available to Thermage true, correct and marketable title complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in fee simple or relating to all Owned Real Property and (ii) good leasehold title to all the Reliant Leased Real Property, including all amendments, terminations and modifications thereof (the “Reliant Lease Agreements”); and there are no other Reliant Lease Agreements for real property to which Reliant or any of its Subsidiaries is bound, other than those identified in each caseSection 3.16(c) of the Reliant Disclosure Schedule. To the knowledge of Reliant, free all such Reliant Lease Agreements are valid and clear effective. With respect to the Reliant Lease Agreements, there is no existing default or event of all Liens except Permitted Liens. No parcel default by Reliant or any of Owned Real Property or Leased Real Property 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 thereforits Subsidiaries, nor, to the knowledge of the CompanyReliant, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any and to the knowledge of Reliant, no circumstance or event which, exists which with notice or lapse of time time, or both, would constitute a default thereunder by the Company, under any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectReliant Lease Agreement. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual other parties occupying, or legal restrictions that preclude or materially restrict with a right to occupy, the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Reliant Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. None of C▇▇▇▇ or any of the C▇▇▇▇ Subsidiaries own any real property. Section 3.18 of the C▇▇▇▇ Disclosure Schedule sets forth by location all real property used or occupied by C▇▇▇▇ or any C▇▇▇▇ Subsidiary (aeach, a “Leased Property”) The Company that is held under lease or one sub-lease by C▇▇▇▇ or any of its the C▇▇▇▇ Subsidiaries (the “Leases”). Except for the properties subject to the Leases and as set forth in Section 3.18 of the C▇▇▇▇ Disclosure Schedule, each of C▇▇▇▇ and the C▇▇▇▇ Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)title, free and clear of all Liens other than Liens, to all of its material tangible personal property, except for (i) statutory ad valorem and real estate and other Liens liens for current taxes and assessments Taxes not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsand payable, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising liens imposed by Law and incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice for obligations not yet due to carriers, warehousemen, laborers and materialmen and (iii) encumbrances on real property liens in the nature respect of zoning restrictionspledges or deposits under workers’ compensation Laws, easements, rights all of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEffect (such exceptions, “Permitted Liens”). Assuming all consentsAll material tangible property owned by C▇▇▇▇ or any C▇▇▇▇ Subsidiary is free from material defects, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have has been obtained, all leases of Leased Real Property shall remain valid and binding maintained in accordance with their past practice of C▇▇▇▇ or the applicable C▇▇▇▇ Subsidiary and generally accepted industry practice, is in good working order, ordinary wear and tear excepted, and is suitable for the purposes for which they are presently used. All material tangible personal property leased by C▇▇▇▇ or any C▇▇▇▇ Subsidiary is in good working order, ordinary wear and tear excepted, and is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon expiration thereof. With respect to each Leased Property, (i) C▇▇▇▇ or such C▇▇▇▇ Subsidiary has a good and valid leasehold (or as applicable, subleasehold) estate relating thereto, free and clear of all Liens (except for Permitted Liens), leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) as set forth in such Lease, (B) any easements or rights of way, (C) any encumbrances of record affecting the fee title to the Leased Property or affecting any superior landlord’s interest in the Leased Property, (D) the rights of any ground landlord, if any, and any mortgagee(s), if any, of the landlord or any ground landlord, in the case of (B), (C) and (D), that do not and will not for the term of the applicable Lease materially interfere with the use of the property subject thereto or affected thereby, consistent with its current use (ii) the Lease relating to such Leased Property is in writing and is legal, valid, binding, in full force and effect and enforceable in accordance with its terms, (iii) the Lease relating to such Leased Property will, immediately following the Effective Time. , continue to be legal, valid, binding, in full force and effect and enforceable in accordance with its terms as in effect on the date hereof, (civ) There are C▇▇▇▇ or such C▇▇▇▇ Subsidiary is not and, to the knowledge of C▇▇▇▇, no contractual other party to the Lease relating to such Leased Property is, in breach or legal restrictions that preclude violation of, or materially restrict the ability to use any Owned Real Property in default under, such Lease, (v) no event, occurrence, condition or act has occurred, is pending or, to the knowledge of C▇▇▇▇ is threatened, which, with the Companygiving of notice, Leased Real Property lapse of time, or the happening of any further event, occurrence, condition or act, would constitute a breach or default by the Company or any of its Subsidiaries for the current or contemplated use of C▇▇▇▇, such real property. To C▇▇▇▇ Subsidiary or, to the knowledge of the CompanyC▇▇▇▇, any other party to such Lease, under such Lease, or give rise to a right of termination, cancellation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any such Lease, (vi) there are no material latent defects disputes, oral agreements or material adverse physical conditions affecting forbearance programs in effect as to the Owned Real Lease relating to such Leased Property, (vii) all facilities included in such Leased Property or Leased Real Property. All plants, warehouses, distribution centers, structures are supplied with utilities and other buildings services adequate for the operation of such facilities, (viii) all rents and additional rents due on the Owned Real Lease relating to such Leased Property have been paid, and (ix) the current use by C▇▇▇▇ or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements such C▇▇▇▇ Subsidiary of the business facilities located on such Leased Property does not violate any local zoning or similar land use requirement or other Law in any material respect. C▇▇▇▇ has made available to Acquiror complete and accurate copies of each of the Company Leases and its Subsidiaries as currently conducted. (d) Each none of the Company and its Subsidiaries Leases has complied with the terms of all leases to which it is a party, and all such leases are in full force and effectbeen modified, except for any to the extent such noncompliance or failure to be modifications have been disclosed in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each Section 3.18 of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19C▇▇▇▇ Disclosure Schedule.

Properties. (a) (i) The Company or one and each of its the Limited Company Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all of its material real properties and material tangible assets constituting personal property and (excludingii) all such assets and real properties, for purposes other than assets and real properties in which the Company or any of this sentencethe Limited Company Subsidiaries has leasehold interests, assets held under leases), are free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.21(b) of the Company Disclosure Letter Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by the Company or any of the Limited Company Subsidiaries (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property owned leased, subleased or otherwise occupied by the Company or any of its the Limited Company Subsidiaries (“Owned Real Property”) and all property leased for the benefit in respect of which the Company or any of its the Limited Company Subsidiaries has annual rental obligations of $10,000 or more (each, a “Leased Real Property”). Each of , (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company and its or the Limited Company Subsidiaries has (i) good and marketable title in fee simple related to all Owned such Leased Real Property and (iiiv) good leasehold title to a description of the applicable lease, sublease or other agreement therefore and any and all Leased Real Propertyamendments, in each casemodifications, free side letters relating thereto. All of the leases, subleases and clear other agreements (each, a “Lease Agreement”) of all Liens except Permitted Liens. No parcel of Owned Real Property or the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or the Spin-Off Agreements. No Lease Agreement is subject to any governmental decree Lien other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or order other agreement granting to any third party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of the Limited Company Subsidiaries has performed all material obligations required to be sold or is being condemned, expropriated or otherwise taken performed by any public authority with or without payment of compensation therefor, nor, it to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectdate under each Lease Agreement, and there exists are no default under any such lease by the Company, any of its Subsidiaries outstanding defaults or any other party thereto, nor any event circumstances which, with upon the giving of notice or lapse passage of time or both, would constitute a default thereunder or breach by the Company, any of its Subsidiaries or party under any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeLease Agreement. (c) There are no contractual With respect to each Leased Real Property, neither the Company nor any of the Limited Company Subsidiaries has subleased, licensed or legal restrictions that preclude or materially restrict the ability otherwise granted anyone a right to use any Owned Real Property or, to the knowledge of the Company, or occupy such Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertyportion thereof. To the knowledge The Company and each of the Company, there are no material latent defects or material adverse physical conditions affecting Limited Company Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property or and the Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except with respect to Intellectual Property, which is covered by Section 4.10, and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of and its Subsidiaries has own, and have good and valid title to, to all tangible personal properties purported to be owned by them or in the case of leased property and leased tangible assets, a valid leasehold interest inin all tangible personal properties purported to be used by them, including: (i) all personal properties reflected in the latest balance sheet included in the SEC Reports filed prior to the date hereof (except for inventory or used or obsolete equipment sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet) or acquired after the date thereof; and (ii) all other personal properties reflected in the books and records of the Company and its assets constituting Subsidiaries as being owned by the Company and its Subsidiaries. All of said personal property properties which are owned by the Company and its Subsidiaries, and all Company Owned Real Property (excluding, for purposes of this sentence, assets held under leaseshereinafter defined), are owned by them free and clear of all Liens other than Liens, except (i1) statutory ad valorem and real estate and other Liens for current taxes and assessments Taxes or other governmental charges not yet past due and payable or the amount or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which appropriate reserves have been set aside by the Company, (ii2) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (3) mechanics’, workmenmaterialmen’s, repairmen’s, landlord’sarchitects’, warehousemen’s, carrierslandlords’ or similar and other like statutory Liens arising or incurred in the ordinary course of business, either securing payments not yet due or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been set aside by the Company, (4) such Liens as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (5) mortgages or deeds of trust (to the extent Made Available to Parent), (6) security interests or other encumbrances on title related to indebtedness reflected on the latest balance sheet included in the SEC Reports filed prior to the date hereof, (7) zoning, building codes and other land use laws, imposed by any Governmental Entity having jurisdiction, that regulate use or occupancy of any Company Owned Real Property and (8) other Liens being contested in good faith in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were would not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to have, individually or in the aggregate, impair present business operations at such propertiesa Material Adverse Effect (collectively, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) . All material items of the Company Disclosure Letter sets forth a true equipment and complete list of all real property other tangible properties owned by or leased to the Company or any of its Subsidiaries are in good and safe condition and repair (“Owned Real Property”ordinary wear and tear excepted) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained adequate in all material respects and are in good operating condition and repair for the requirements uses to which they are being put and for the conduct of the business of the Company and or its Subsidiaries as in the manner in which such business is currently being conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good Seller Disclosure Schedule 3.09(a) correctly describes all real property leased by Seller under the Net Lease Agreement dated October 31, 1995 by and valid among Landlord's predecessor in interest, Opus/Puget Western I, L.L.C., Seller and Seller's predecessor in interest, ▇▇▇▇▇ Property Investments, Inc., as amended by Amendment 1 to Net Lease Agreement dated January 3, 1996 and Amendment 2 to Net Lease Agreement dated September 18, 1996 (as amended, the "LEASE"), the rights and obligations under which Lease are being assigned to and assumed by Acquisition Subsidiary (the "REAL Property"), any title to, or insurance policies and surveys with respect thereto in the case possession of leased property Seller, and leased tangible assetsany Liens thereon granted by or, a valid leasehold interest into Seller's Knowledge, all imposed by operation of its assets constituting personal property (excludinglaw through Seller, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or specifying the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business name of the Company lessor or such Subsidiary consistent with past practice (iii) encumbrances on real property in sublessor, the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, lease term and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)basic annual rent. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries Seller has (i) good and marketable title in fee simple to all Owned Real Property Purchased Assets and (ii) good has a valid leasehold title to all Leased interest in the Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property Purchased Asset 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoLien, except asLiens which do not materially detract from the value of such Purchased Asset, individually or in materially interfere with any present use of such Purchased Asset, including Liens for current Taxes not yet due and payable (the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time"PERMITTED LIENS"). (c) There are no contractual or legal restrictions that preclude or materially restrict To Seller's Knowledge, (i) the ability to use any Owned plants, buildings and structures included in the Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are have no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsdefects, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and (ii) are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), (iii) are adequate and suitable for the requirements of the business of the Company their present uses and its Subsidiaries as currently conducted(iv) are structurally sound. (d) Each To Seller's Knowledge, the plants, buildings and structures included in the Real Property currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Company Business as it has heretofore been conducted. (e) To Seller's Knowledge, the use, occupancy and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each operation of the Company Real Property as currently used, occupied and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesoperated, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual propertyconstitute a nonconforming use under applicable building, which is the subject of Section 4.19zoning, subdivision and other land use and similar laws, regulations and ordinances.

Properties. (a) The All of the real properties (including rights to lands, buildings and construction-in-progress) owned (“Owned Real Property”), and all of the real properties leased, subleased or otherwise occupied (“Leased Real Property”), by such Companies and Subsidiaries are set forth in Schedule 3.13(a), which is a complete and accurate list of such real property whether owned, leased or otherwise occupied, other than non-material sales or administrative office, month-to-month warehouse or railroad unloading locations, leased by the Company or one of its any Subsidiary. (b) Except for Permitted Liens, such Companies and Subsidiaries has have good and valid marketable title to, or in the case of leased property and leased tangible assets, a assets have valid leasehold interest interests in, all of its property and assets constituting personal property (excludingwhether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date including (A) with respect to all Owned Real Property, such Companies and Subsidiaries have good and marketable fee title to all land and the buildings and improvements located thereon, or (B) with respect to buildings and improvements which are located on leased land and which are owned in fee by such Companies or Subsidiaries, such Companies and Subsidiaries have good and marketable fee title to such buildings and improvements, except in each case (x) for purposes of this sentence, properties and assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due sold since the Balance Sheet Date as expressly contemplated or permitted by the amount Transaction Agreements or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such propertiesbusiness, (ivy) existing Liens disclosed in with respect to any Specified Liabilities, or (z) where the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any failure to have such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good or valid leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, interests has not had and or would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 None of the Company Disclosure Letter relating such property or assets is subject to any Leased Real Property have been obtainedLien, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time.except: (ci) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures Liens and other buildings matters described in or by reference in Schedule 3.13(b); (ii) Liens disclosed on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually Balance Sheet or in the aggregatenotes thereto or securing liabilities reflected on the Balance Sheet or in the notes thereto; (iii) Liens for Taxes that are not yet due or payable or are being contested in good faith; (iv) mechanic’s, has materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not had yet due or payable or are being contested in good faith; (v) Liens incurred in the ordinary course of business since the Balance Sheet Date, subject to Section 6.01 hereof; (vi) in the case of leased properties and assets, Liens and other matters affecting the lessors’ interests in such properties and assets which have not and would not reasonably be expected to have a Material Adverse Effect. Each materially interfere with the continued use or operation of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually leased properties or assets in the aggregate, has manner used or operated as of the date hereof; or (vii) other Liens and matters which have not had and or would not reasonably be expected to materially interfere with the continued use and enjoyment or operation of the respective property or asset in the manner used, conducted or operated as of the date hereof (paragraphs (i)-(vii) of this Section 3.13 are, collectively, the “Permitted Liens”). (c) To such Seller’s knowledge, there is no pending or threatened eminent domain, condemnation or other action or proceeding that would reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19material adverse effect on any Owned Real Property or material Leased Real Property.

Properties. (a) Schedule 3.11(a) sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). Schedule 3.11(a) sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or one of its Subsidiaries a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title toto the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, or in the case of leased property and leased tangible assetsindividually, as a valid leasehold interest in"Company Property" and, all of its assets constituting personal property (excludingcollectively, for purposes of this sentence, assets held under leasesas "Company Properties"), in each case free and clear of all Liens other than (i) statutory ad valorem and real estate mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other Liens for current taxes and assessments not yet past due similar restrictions of any nature whatsoever, except (A) such as are set forth in Schedule 3.11(a) or the amount or validity of which is being contested in good faith by appropriate proceedingson Schedule 3.9(c), (iiB) mechanics’Permitted Liens, workmen’s(C) financing statements, repairmen’seasements, landlord’scovenants, warehousemen’srights-of-way and other similar restrictions of record and (D) (I) zoning, carriers’ building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or similar Liens arising in the ordinary course of business of other third party on property over which the Company or such any Subsidiary consistent with past practice has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (iiiIII) encumbrances on real property in the nature of zoning restrictions, unrecorded easements, rights of way, encroachments, restrictive covenants, rights-of-way and other similar rights or restrictions that were not incurred restrictions, none of which items set forth in connection with the borrowing of money or the obtaining of advances or credit clauses (I), (II) and that do not(III), individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets property to which they relate in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on Schedule 3.11(a), to the knowledge of the Company, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth on Schedule 3.11(a), American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries Subsidiaries, as currently conducted applicable, to each of the Owned Properties in sufficient amounts to avoid co-insurance statutes, subject only to the matters set forth therein (“Permitted Liens”the "Title Policies"), and, to the Company's knowledge, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. The Company has delivered to Buyer true and complete copies of all such policies and of the most recent surveys of the Owned Properties, and true and complete copies of all material exceptions referenced in such policies and the most recent title reports for and surveys of each of the Owned Properties. (b) Section 4.18(bSchedule 3.11(b) of the Company Disclosure Letter sets forth a true complete and complete accurate list of all real property owned material commitments, letters of intent or similar written understandings made or entered into by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit as of the Company date hereof (x) to sell, mortgage, pledge or hypothecate any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real PropertyProperties, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected are material, or to have otherwise enter into a Material Adverse Effect. Assuming all consents, approvals and authorizations listed material transaction in Section 4.5 respect of the ownership or financing of any Company Disclosure Letter relating Property or (y) to purchase or to acquire an option, right of first refusal or similar right in respect of any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesare material, except for which, in any such failure to do so that, individually or in the aggregatecase, has not had yet been reduced to a written lease or contract, and would not reasonably be expected sets forth with respect to have each such commitment, letter of intent or other understanding the principal terms thereof. The Company has delivered to Buyer a Material Adverse Effecttrue and complete copy of each such commitment, letter of intent or other understanding. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.Schedule 3.11

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business Each of the Company and its Subsidiaries has good and marketable title to all the properties and assets reflected as currently conducted owned by it in the consolidated financial statements incorporated by reference in the Private Placement Memorandum (the “Permitted LiensProprietary Assets”). , subject to no lien, mortgage, pledge, charge or encumbrance of any kind except (bi) Section 4.18(bthose, if any, reflected in such consolidated financial statements, or (ii) those which are not material in amount and do not materially adversely affect the use made of the Company Disclosure Letter sets forth a true and complete list of all real such property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”)Subsidiaries. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default holds its leased properties under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding leases, subject to such exceptions as are not materially significant in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability relation to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertybusiness. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business Proprietary Assets of the Company and its Subsidiaries as currently conducted. (d) Each of constitute all the Proprietary Assets necessary to enable the Company and its Subsidiaries to conduct their businesses in the manner in which such businesses have been and are being conducted. Except as set forth in the Private Placement Memorandum, (x) neither the Company nor any of its Subsidiaries has complied with the terms licensed any of all leases its Proprietary Assets to which it is any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof (each a party“Person”) on an exclusive, semi-exclusive or royalty-free basis, and all (y) neither the Company nor any of its Subsidiaries has entered into any covenant not to compete or contract limiting such leases are entity’s ability to exploit fully any of such entity’s material Proprietary Assets or to transact business in full force and effectany material market or geographical area or with any Person. “Proprietary Assets” shall include, except for any such noncompliance or failure to but shall not be in full force and effect thatlimited to, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each Intellectual Property of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesCompany, except for any such failure to do so that, individually or as defined in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.194.10 below.

Properties. (a) Neither the Company nor any of the other Acquired Companies owns any real property. The Company or one of its Subsidiaries the Acquired Companies has a good and valid leasehold interest in each parcel of real property leased by the Company or one of the other Acquired Companies, as applicable (the “Company Leased Real Property”). Section 3.12(a) of the Company Disclosure Schedule lists each lease, subleases, license or other occupancy agreement or arrangement relating to the Company Leased Real Property (each, a “Real Property Lease”). (b) Each Acquired Company has the right to use and occupy the Company Leased Real Property for the full term of the Real Property Lease relating thereto, subject to its respective terms. (c) The Acquired Companies own and have good and marketable title to, or in the case of leased property and leased tangible assets, a valid license or leasehold interest in, all of its assets constituting tangible personal property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date (excluding, except for purposes of this sentence, personal properties and intangible assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or sold since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet Date in the ordinary course of business consistent with past practices) (the “Assets”). This Section 3.12 does not cover intangible personal property and assets of any Acquired Company, including Company IP. Except as set forth in Section 3.12(c) of the Company Disclosure Schedule (the “Current Liens”), none of the Assets is subject to any Lien, except: (1) Liens for taxes not yet due; or (2) mechanic’s, carrier’s, worker’s, material man’s, warehouse man’s, supplier’s, vendor’s or such Subsidiary consistent with past practice (iii) encumbrances on real property similar Liens arising or incurred in the nature ordinary course of zoning restrictions, business; or (3) easements, rights of way, encroachments, restrictive covenants, conditions and other similar rights restrictions of record and easements, covenants, conditions and restrictions not of record as to which no material violation or restrictions that were encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not incurred in connection materially interfere with the borrowing conduct of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (clauses “(1)” through “(3)” of this Section 3.12(c) are, collectively, the “Permitted Liens”). (bd) Section 4.18(bSchedule 3.12(d) of the Company Disclosure Letter sets forth a true and complete list of Schedule identifies all real property owned by assets that are being licensed or leased to the Company or any of its Subsidiaries Acquired Companies for which the annual rental payment for each such asset exceeds $25,000 (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real PropertyAssets”). Each of the Company All Leased Assets are leased pursuant to valid, binding and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding enforceable Contracts in accordance with their terms following respective terms. To the Effective TimeKnowledge of the Company there does not exist under any such Contract any material default. (ce) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are The Assets have no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsdefects, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair repair, ordinary wear and tear excepted, and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), and are adequate and suitable for their present uses. (f) The Assets constitute all of the material tangible personal property and assets used or held for use in connection with the businesses of the Acquired Companies and represent all of the material tangible personal property and assets necessary for the requirements conduct of the business of the Company Acquired Companies as currently conducted, and its Subsidiaries the Assets in the aggregate are in such operating condition and repair (subject to normal wear and tear) as is necessary for the conduct of the businesses of the Acquired Companies as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Neither the Company or one nor any of its Subsidiaries has good and valid owns or holds title toto any real property. With respect to the Assets it leases, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business each of the Company and its Subsidiaries as currently conducted (“is in compliance with such leases in all material respects and holds a valid leasehold interest in such Assets free of any liens, claims or encumbrances of any kind whatsoever other than Permitted Liens”). (b) Encumbrances. Section 4.18(b) 7.8 of the Company Disclosure Letter Schedule sets forth forth: (i) a true true, correct and complete description of the Principal Assets, (ii) a true, correct and complete list of all real property owned by leases or rental contracts under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee or sublessor, and (“Owned Real Property”iii) a true, correct and complete list of all property leased for the benefit equipment used by each of the Company or any and its Subsidiaries in the operation of its Subsidiaries (“Leased Real Property”)business which is owned or leased by the Company or such Subsidiary and which had an original cost of $25,000 or more. Each of the Company and its Subsidiaries has (i) beneficial ownership of and good and marketable title in fee simple to all Owned Real Property Assets owned by it, and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is such Assets are not subject to any governmental decree mortgages, liens, pledges, loans or order to be sold or is being condemned, expropriated or otherwise taken by encumbrances of any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedkind whatsoever other than Permitted Encumbrances. All leases of Leased Real Property real and all amendments tangible personal property, including machinery, equipment and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or fixtures currently used in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 operation of the Company Disclosure Letter relating to any Leased Real Property have been obtainedBusiness is, all leases and at the time of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orClosing will be, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair repair, ordinary wear and tear excepted, and is adequate and suitable for the requirements of purposes for which it is presently being used. All improvements on leased property used in the business operation of the Company Business and its Subsidiaries as currently conducted. (d) Each the present use thereof are in accordance with all applicable laws and the agreements under which such improvements are leased. The value of any fixed asset used in the operation of the Company and its Subsidiaries Business has complied not been written up or down, other than pursuant to depreciation or amortization expenses in accordance with GAAP, applied on a consistent basis. Except as set forth in Section 7.8 of the terms of all leases to which it is a partyDisclosure Schedule, and all such leases are in full force and effectno Key Shareholder has any right, except for any such noncompliance title or failure to be in full force and effect thatinterest, individually or jointly with any other person, directly or indirectly, in the aggregate, has not had and would not reasonably be expected or to have a Material Adverse Effect. Each any of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Principal Assets.

Properties. (a) Schedule 3.11(a) sets forth a complete and accurate list and the address of all real property and inter- ests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). Schedule 3.11(a) sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or one of its Subsidiaries a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title toto the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, or in the case of leased property and leased tangible assetsindividually, as a valid leasehold interest in"Company Property" and, all of its assets constituting personal property (excludingcollectively, for purposes of this sentence, assets held under leasesas "Company Properties"), in each case free and clear of all Liens other than (i) statutory ad valorem and real estate mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other Liens for current taxes and assessments not yet past due similar restrictions of any nature whatsoever, except (A) such as are set forth in Schedule 3.11(a) or the amount or validity of which is being contested in good faith by appropriate proceedingson Schedule 3.9(c), (iiB) mechanics’Permitted Liens, workmen’s(C) financing statements, repairmen’seasements, landlord’scovenants, warehousemen’srights-of-way and other similar restrictions of record and (D) (I) zoning, carriers’ building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or similar Liens arising in the ordinary course of business of other third party on property over which the Company or such any Subsidiary consistent with past practice has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (iiiIII) encumbrances on real property in the nature of zoning restrictions, unrecorded easements, rights of way, encroachments, restrictive covenants, rights-of-way and other similar rights or restrictions that were not incurred restrictions, none of which items set forth in connection with the borrowing of money or the obtaining of advances or credit clauses (I), (II) and that do not(III), individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets property to which they relate in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on Schedule 3.11(a), to the knowledge of the Company, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth on Schedule 3.11(a), American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries Subsidiaries, as currently conducted applicable, to each of the Owned Properties in sufficient amounts to avoid co- insurance statutes, subject only to the matters set forth therein (“Permitted Liens”the "Title Policies"), and, to the Company's knowledge, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. The Company has delivered to Buyer true and complete copies of all such policies and of the most recent surveys of the Owned Properties, and true and complete copies of all material exceptions referenced in such policies and the most recent title reports for and surveys of each of the Owned Properties. (b) Section 4.18(bSchedule 3.11(b) of the Company Disclosure Letter sets forth a true complete and complete accurate list of all real property owned material commitments, letters of intent or similar written understandings made or entered into by the Company or any of its Subsidiaries as of the date hereof (“x) to sell, mortgage, pledge or hypothecate any Owned Real Property”Properties, which, individually or in the aggregate, are material, or to otherwise enter into a material transaction in respect of the ownership or financing of any Company Property or (y) to purchase or to acquire an option, right of first refusal or similar right in respect of any real property, which, individually or in the aggregate, are material, 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. The Company has delivered to Buyer a true and complete copy of each such commitment, letter of intent or other understanding. Schedule 3.11(b) also sets forth a complete and accurate list of all agreements to purchase real property leased to which the Company or any Subsidiary is a party. (c) Except as set forth in Schedule 3.11(c), none of the Company Properties is subject to any outstanding purchase options nor has the Company or any of its Subsidiaries entered into any outstanding contracts with others for the benefit sale, mortgage, pledge, hypothecation, assignment, sublease, lease or other transfer of all or any part of any Company Property, and no person has any right or option to acquire, or right of first refusal with respect to, the Company's or any of its Subsidiaries' interest in any Company Property or any part thereof. None of the Company or any of its Subsidiaries 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. (“Leased Real Property”). Each d) Schedule 3.11(d) contains a complete and accurate description of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken noncompliance by any public authority with or without payment of compensation therefor, norCompany Property, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which's knowledge, with notice any law, ordinance, code, health and safety regulation or lapse of time or both, insurance requirement other than such noncompliance as would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot, individually or in the aggregate, has not had and would not aggregate reasonably be expected to have a Material Adverse Effect. Assuming all consentsSchedule 3.11(d) also sets forth the Company's or any Subsidiary's capital expenditure budget and schedule for each Company Property, approvals and authorizations listed in Section 4.5 of which describes the capital expenditures which the Company Disclosure Letter relating or any Subsidiary has budgeted for such Company Property for the period ending March 31, 1997 (the "Capital Expenditure Budget and Schedule"). The Capital Expenditure Budget and Schedule also describes other capital expenditures as are necessary in order to bring such Company Property into compliance with applicable laws, ordinances, codes, health and safety regulations and insurance requirements (including in respect of fire sprinklers, compliance with the ADA or which the Company otherwise plans or expects to make in order to cure or remedy any Leased Real Property have been obtainedconstruction, all leases of Leased Real Property shall remain valid electrical, mechanical or other defects, to renovate, rehabilitate or modernize such Company Property, or otherwise, excluding, however, any tenant improvements required to be made under any Company Lease). Except as set forth in the Capital Expenditure Budget and binding in accordance with their terms following the Effective Time. (c) There Schedule there are no contractual capital expenditure budgets or legal restrictions that preclude or materially restrict projections for periods after March 31, 1998. The costs and time schedules set forth in the ability to use any Owned Real Property Capital Expenditure Budget and Schedule are reasonable estimates and projections. Except as set forth in Schedule 3.11(d), there are no outstanding or, to the knowledge Company's knowledge, threatened requirements by any insurance company which has issued an insurance policy covering any Company Property, or by any board of the Companyfire underwriters or other body exercising similar functions, Leased Real Property by the Company requiring any repairs or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure alterations to be in full force and effect thatmade to any Company Property that would, individually or in the aggregate, has not had and would not reasonably be expected to result in a Material Adverse Effect. (e) Schedule 3.11(e) contains a list of each Company Property which consists of or includes undeveloped land or which is in the process of being developed or redeveloped (collectively, the "Development Properties") and a brief description of the development or redevelopment intended by the Company or any Subsidiary to be carried out or completed thereon (collectively, the "Projects"), including any budget and development schedule therefor prepared by or for the Company or any Subsidiary (collectively, the "Development Budget and Schedule"). Except as set forth on Schedule 3.11(e), each Development Property is zoned for the lawful development or redevelopment thereon of the applicable Project, and the Company or its Subsidiaries have obtained all permits, licenses, consents and authorizations required for the lawful development or redevelopment thereon of such Project, except only for such failure to meet the foregoing standards as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Each To the Company's knowledge, there are no material impediments to or constraints on the development or redevelopment of any Project in all material respects within the time frame and for the cost set forth in the Development Budget and Schedule applicable thereto. In the case of each Project the development of which has commenced, to the Company's knowledge, the costs and expenses incurred in connection with such Project and the progress thereof are consistent and in compliance in all material respects with the Development Budget and Schedule applicable thereto. The Company has made available to Buyer all feasibility studies, soil tests, due diligence reports and other studies, tests or reports performed by or for the Company at any time since the Company's initial public offering, which relate to the Development Properties or the Projects. (f) The Company and each of its Subsidiaries have good and sufficient title to all the personal and non- real properties and assets reflected in their books and records as being owned by them (including those reflected in the balance sheets of the Company and its Subsidiaries enjoys peaceful as of March 31, 1997, except as since sold or otherwise disposed of in the ordinary course of business), free and undisturbed possession under clear of all such leasesLiens, except for any such failure to do so thatPermitted Liens which are not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (g) Schedule 3.11(g) sets forth all structural and engineering reports that are in the Company's possession or control, true and correct copies of all of which have been heretofore delivered to Buyer. This Section 4.18 does not relate Except as disclosed in such reports, the Company has received no notice of, and has no knowledge of any Structural Defect at any Company Property that would, individually or in the aggregate, reasonably be expected to intellectual property, which is the subject of Section 4.19result in a Material Adverse Effect.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, not materially impair the continued ownership, use and use, operation or value of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, or Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there There are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. To the knowledge of the Company, the Owned Real Property and Leased Real Property is in compliance with all existing laws with respect to zoning, building, fire, safety, health codes and sanitation. (d) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.2(o)(i) of the Company Parent Disclosure Letter sets forth in all material respects a true true, correct and complete list of all (A) the address of each real property owned or leased (for the avoidance of doubt, as lessor or lessee) by Parent or any of its Subsidiaries, name of the Company entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of Parent and any of its Subsidiaries in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”) and (B) the address of each real property owned or leased by any of the Parent Joint Ventures, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of the Parent Joint Ventures in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Joint Venture Property” and collectively referred to herein as the “Parent Joint Venture Properties”). Section 3.2(o)(i) of the Parent Disclosure Letter sets forth in all material respects a true, correct and complete list of the address of each facility and real property which, as of the date of this Agreement, is under contract by Parent, a Subsidiary of Parent or any Parent Joint Venture for purchase or which is required under a written agreement to be leased or subleased as tenant or subtenant by Parent, a Subsidiary of Parent or any Parent Joint Venture after the date of this Agreement. Except as set forth on Section 3.2(o)(i) of the Parent Disclosure Letter, there are no real properties that Parent or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit is obligated to buy, lease or sublease at some future date. None of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the CompanyParent, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to Parent Joint Ventures owns or leases any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (creal property which is not set forth on Section 3.2(o)(i) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedParent Disclosure Letter. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company All real and personal property owned by SCB or one any of its Subsidiaries has or presently used by any of them in their respective business is in a good condition (ordinary wear and valid title to, or tear excepted) and is sufficient to carry on their respective business in the case ordinary course of leased property business consistent with their past practices. SCB has good, marketable and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of SCB as of June 30, 2015, or acquired after such date, other than properties sold by SCB or any of its Subsidiaries in the ordinary course of business, except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business of the Company or such Subsidiary consistent with past practice practice, (iii) encumbrances on real property such imperfections of title, easements and encumbrances, if any, as are not material in the nature of zoning restrictionscharacter, easements, rights of way, encroachments, restrictive covenants, amount or extent and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in as reflected on the Company’s consolidated balance sheet of SCB as at December 31of June 30, 2010 (2015. All real and personal property which is material to SCB’s business on a consolidated basis and leased or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned licensed by the Company SCB or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit is held pursuant to leases or licenses which are valid obligations of the Company SCB or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, norand, to the knowledge of the CompanySCB’s Knowledge, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding obligations of the other parties thereto, enforceable against SCB or such Subsidiary of SCB, and to SCB’s Knowledge, the other parties thereto, in accordance with their terms following (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). Such leases will not terminate or lapse prior to the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict Time and SCB and each of its Subsidiaries has the ability right to use any Owned Real Property orand occupy such leased real property for the full term, to and in accordance with the knowledge conditions of the Company, Leased Real Property by the Company or lease relating thereto. Neither SCB nor any of its Subsidiaries for the current has received any written notice of termination, cancellation, breach or contemplated use of default under any such real propertyproperty lease and, to the Knowledge of SCB as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the knowledge of the CompanySCB’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company SCB and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force compliance with all applicable health and effectsafety related requirements for the real property owned by any of them, except for any such noncompliance or failure to be in full force and effect thatincluding those requirements under the Americans with Disabilities Act of 1990, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19as amended.

Properties. (a) None of the Company or the Subsidiaries owns, or has ever owned, or has any right to acquire any real property. The Company and the Subsidiaries have valid leasehold interests in all leased real property. None of such property is subject to any Lien, except: (i) Liens for Taxes not yet due or one being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet in accordance with GAAP); (ii) mechanic’s, landlord’s, ▇▇▇▇▇▇▇’▇, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of its business that are not yet due and payable or are being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet in accordance with GAAP); (iii) with respect to real property, zoning ordinances and other land use restrictions or regulations, building or use restrictions, recorded easements and other restrictions of legal record; (iv) with respect to real property, all matters set forth in the leases for such leased real property; (v) limitations by bankruptcy or other Applicable Laws affecting creditors’ rights generally or equitable principles; (vi) Liens securing the Closing Indebtedness or the Unpaid Transaction Expenses that must be discharged at or as promptly as practicable after Closing; (vii) Liens created pursuant to the transactions contemplated by this Agreement; (viii) Liens which do not materially detract from the value or materially interfere with any present or intended use of such property; and (ix) Solely with respect to the representations and warranties contained in this Article 3 made at and as of the date of this Agreement (but not at and as of the Closing Date), Liens set forth on Section 3.15 of the Company Disclosure Schedules (clauses (i) through (ix) of this Section 3.15(a) are, collectively, the “Permitted Liens”). (b) The Company and the Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a assets have rights to use pursuant to valid leasehold interest or license interests in, all of its assets constituting personal property and assets (excludingwhether tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for purposes properties and assets disposed of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real practice. None of such property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoLien, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimePermitted Liens. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, After giving effect to the knowledge termination of intercompany Contracts, services and other arrangements pursuant to Section 7.05, the Company, Leased Real Property property and assets owned or leased by the Company and its Subsidiaries, or any of its Subsidiaries for which they otherwise have the current or contemplated use of such real property. To the knowledge right to use, constitute all of the Company, there are no material latent defects property and assets used or material adverse physical conditions affecting held for use in connection with the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business respective businesses of the Company and its the Subsidiaries and are adequate to conduct such businesses as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company Schedule 5.08(a) correctly describes all real ---------- ---------------- property used in the Business included in the Assets (the "Real Property"), ------------- which CLARITY owns, leases or one subleases, any title insurance policies and surveys with respect thereto, and any Liens thereon, specifying in the case of its Subsidiaries leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (b) Schedule 5.08(b) correctly describes all personal property used ---------------- in the Business included in the Assets, including but not limited to the Materials, equipment, furniture, vehicles, spare and replacement parts, and other trade fixtures and fixed assets, which CLARITY owns, leases or subleases, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (i) CLARITY has good and valid marketable, indefeasible, fee simple title to, or in the case of leased property and leased tangible assets, a Real Property has valid leasehold interest interests in, all of its assets constituting personal property Assets (excludingwhether real, for purposes of this sentencepersonal, assets held under leasestangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date (the "Assets"), free except for the properties and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or assets sold since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet Date in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)practices. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear All leases of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto personal property are in full force good standing and effectare valid, binding and enforceable in accordance with their respective terms, and there exists no default does not exist under any such lease by the Company, of real property or personal property any of its Subsidiaries Page 8 material default or any other party thereto, nor any event which, which with notice or lapse of time or both, both would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducteddefault. (d) Each No Asset is subject to any Lien, except: (i) Liens disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); or (iii) Liens which do not materially detract from the value of such Asset as now used, or materially interfere with any present or intended use of such Asset (clauses (i), (ii) and (iii) are, collectively, the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect"Permitted --------- Liens"). Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.-----

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.14(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of all real property owned by any Acquired Company (including the Company address, parcel number or any other description of its Subsidiaries the location of such real property), together with the name of the record owner and a description of the present use of each such real property (the “Owned Real Property”). (b) and all property leased for the benefit Section 3.14(b) of the Company Disclosure Schedule sets forth a true and complete list of the address of each parcel of real property subject to a lease, sublease, or occupancy agreement (excluding easements, franchise agreements, railroad agreements, licenses, pole attachments and similar agreements entered into in the ordinary course of business) to which any of its Subsidiaries Acquired Company is a party (the “Leased Real Property”). Each , the identity of the Company lessor, lessee, licensor, licensee, grantor or grantee, as the case may be, and its Subsidiaries has a list of all such leases, subleases, and other occupancy agreements (iexcluding easements, franchise agreements, railroad agreements, licenses, pole attachments and similar agreements entered into in the ordinary course of business) good including all amendments and marketable title in fee simple to all supplements thereto and guaranties thereof (collectively, “Leases”). The Owned Real Property and (ii) good leasehold title to all the Leased Real PropertyProperty constitute all of the real property used, held for use or occupied by the Acquired Companies in each case, free and clear connection with the conduct of all Liens except Permitted Liensthe business of the Acquired Companies. No parcel of Owned Real Property or Leased Real Property is subleased by any Acquired Company to any third party. Thermo has made, or has caused the Company to make, available to Parent true and complete copies of all Leases. (c) The Acquired Companies have good and marketable, indefeasible, fee simple title to, or, in the case of leased or licensed property and assets, have valid and subsisting leasehold interests or licenses in, and, in the case of Easements and IRUs, valid rights to use and/or occupy, all property and assets (whether real, personal, tangible or intangible), reflected on the Balance Sheet or acquired after the Balance Sheet Date, and such property, assets and rights constitute all the material property, assets and rights used to conduct the business of the Acquired Companies as presently conducted. None of such property, assets or rights is subject to any governmental decree or order Lien, except Permitted Liens, covenants, easements, conditions and restrictions of record, matters that would be disclosed by an accurate survey and inspection of such property, and rights of parties in possession pursuant to be sold or is being condemnedany use of such property. (d) To the Company’s knowledge, expropriated or otherwise taken the plants, buildings, structures, equipment, Fiber and personal property owned by the Acquired Companies have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted). (e) None of the Acquired Companies has received any public authority with or without payment written notice of compensation thereforany pending, nor, and to the knowledge of the Company, has there is no threatened, condemnation proceeding with respect to any such condemnationof the real property it owns, expropriation leases, licenses or taking been proposed. All leases otherwise occupies. (f) (A) Each right-of-way agreement, license agreement, collocation agreement or other agreement permitting or requiring the laying, building, operation, maintenance or placement of Leased Real Property and all amendments and modifications thereto are cable, wires, conduits or other equipment or facilities over land, underground or in other third party location (each, an “Access Agreement”) to which any of the Acquired Companies is a party is in full force and effect, and there exists no none of the Acquired Companies is in breach of or default under any such lease by Access Agreement beyond any applicable notice and cure period, (B) to the Company’s knowledge, no event has occurred that, with notice or lapse of time, would constitute a breach or default by any of its Subsidiaries the Acquired Companies or permit termination, modification or acceleration by any third party thereunder, (C) no third party has repudiated or has the right to terminate or repudiate any Access Agreement except as provided in such Access Agreement or, to the knowledge of Company, is in breach or default under the terms thereof, and (D) except as set forth on Section 3.14(f) of the Company Disclosure Schedules, no property owner or other third party has challenged any of the Acquired Companies right to install, operate or maintain cable, wires, conduits or other equipment or facilities in a customer or other third party location necessary for the provision of service to existing customers. (g) Section 3.14(g) of the Company Disclosure Schedule sets forth a true and complete list of all the Subject Property Contracts. Each Subject Property Contract is a valid and binding agreement of ▇▇▇▇▇▇▇▇▇ LLC, and is in full force and effect, and none of ▇▇▇▇▇▇▇▇▇ LLC or, to the knowledge of Thermo, any other party theretothereto is in default or breach in any material respect under the terms of any Subject Property Contract, nor any and no event whichor circumstance has occurred that, with notice or lapse of time or both, would constitute a breach or event of default thereunder in any material respect by the Company▇▇▇▇▇▇▇▇▇ LLC or, any of its Subsidiaries or to Thermo’s knowledge, any other party thereto or would result in ▇▇▇▇▇▇▇▇▇ LLC incurring any Liability for early termination fees or repayment of any discounts. True and complete copies of each Subject Property Contracts (including, for clarity, any exhibits, annexes, appendices or attachments thereto, except asand any amendments, individually modifications, supplements, extension or in renewals) have been made available to Parent prior to the aggregatedate of this Agreement. At the Closing Date, has not had the Subject Property Cash shall equal or exceed an amount equal to (i) $22,000,0000 minus (ii) the aggregate amount spent on the purchase and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 development of the Company Disclosure Letter relating to any Leased Real Subject Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge as of the Company, Leased Real Closing Date and the Subject Property by the Company Cash shall be sufficient to complete all reasonably foreseeable costs and expenses necessary or any of its Subsidiaries advisable for the current or contemplated use of such real property. To the knowledge development of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Subject Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedcontemplated by Thermo. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The only real property owned by the Company or one and its Subsidiaries (collectively, the "Owned Real Property") is the national distribution center located in Troy, Ohio. Except as set forth in Section 3.17(a) of the Company Disclosure Schedule, with respect to the Owned Real Property, (i) neither the Company nor any of its Subsidiaries has good and valid title to, leased or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property otherwise granted to any Person (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (ipursuant to this Agreement) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due any right to occupy or possess or otherwise encumber any portion of the amount or validity of which is being contested in good faith by appropriate proceedings, Owned Real Property; (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ there are no outstanding options or rights of first refusal or similar Liens arising rights to purchase or acquire any rights or interests in the ordinary course of business of the Company such property or such Subsidiary consistent with past practice any portion thereof; (iii) encumbrances on real property neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to their Knowledge, is any such proceeding, action or agreement pending or threatened) with respect to any portion of the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, Owned Real Property; (iv) existing Liens disclosed in all buildings, improvements and fixtures and equipment located within, on or under the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; Owned Real Property and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate used in the business of the Company (1) are in reasonably good condition and its Subsidiaries repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear; and (2) are in material compliance with zoning and other applicable land use regulations for their current uses and are not non-conforming uses; and (v) such property has sufficient access to public streets, utilities, structural support and parking all wholly located within the boundaries of such Owned Real Property (subject to normal utility and services easements) to fulfill any zoning, building code or other governmental requirements related thereto and to permit the continued use of the Owned Real Property in the business of the Company as currently presently conducted (“Permitted Liens”including any plans for expansion, if any). (b) Section 4.18(b3.17(b) of the Company Disclosure Letter sets forth Schedule contains a true true, complete and complete list accurate list, as of the date of this Agreement, of all real property owned leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (“Owned collectively, including the improvements thereon, the "Leased Real Property”"). (c) As of the date of this Agreement, and all property leased for the benefit except as set forth in Section 3.17(c) of the Company or any of Disclosure Schedule, the Company and/or its Subsidiaries (“Leased have good and marketable fee simple title to the Owned Real Property”). Each of Property and, except as would not reasonably be expected to be material to the Company and its Subsidiaries has (i) good and marketable title Subsidiaries, taken as a whole, valid leasehold estates in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 . (d) As of the Company, has any such condemnation, expropriation or taking been proposed. All leases date of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretothis Agreement, except as, individually or in the aggregate, has not had and as would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect. Assuming all consentswhole, approvals and authorizations listed in or as set forth on Section 4.5 3.17(d) of the Company Disclosure Letter relating to any Leased Schedules, (i) each Real Property have been obtained, all leases of Leased Real Property shall remain Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with their terms following its terms; and (ii) neither the Effective Time. (c) There are no contractual Company nor any of its Subsidiaries have received any written communication from, or legal restrictions given any written communication to, any lender, alleging that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for or such other party, as the current case may be, is in default (or contemplated use that an event has occurred or circumstances exist that may (with notice, a lapse of time or both) constitute or result in such real propertya default). To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or With respect to all Leased Real Property. All plants, warehousesall buildings, distribution centers, structures improvements and other buildings on fixtures and equipment located thereon and used in the Owned Real Property or Leased Real Property are adequately maintained in all material respects and business of the Company (x) are in reasonably good operating condition and repair (except where the failure to be in such good condition and repair would not be material to the Company and its Subsidiaries, taken as a whole) and are sufficient for the requirements operation of the business of the Company Company; and its Subsidiaries as currently conducted(y) are in material compliance with zoning and other applicable land use regulations for their current uses. (de) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and Except as would not reasonably be expected to have a Material Adverse Effect. Each of be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 3.17(e) of the Company Disclosure Schedule. there is no default under any Real Property Lease either by the Company or its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesparty thereto or, except for to the Knowledge of the Company, by any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19other party thereto.

Properties. (a) The Company or one Buyer and each of its Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its the properties and assets constituting that it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected on the Buyer Most Recent Balance Sheet (except for personal property (excluding, for purposes sold since the date of this sentence, the Buyer Most Recent Balance Sheet in the ordinary course of business consistent with past practices). All properties and assets held under leases), reflected on the Buyer Most Recent Balance Sheet are free and clear of all Liens other than Liens, except (i) statutory ad valorem and real estate and other for Liens for current taxes and assessments not yet past due or reflected on the amount or validity of which is being contested in good faith by appropriate proceedingsBuyer Most Recent Balance Sheet, (ii) mechanics’Liens for Taxes not yet due and payable, (iii) inchoate mechanic’s and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictionspractices, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such all matters of record, Liens and other imperfections of title that and encumbrances, if any, which do not, individually not detract materially from the value or in materially prevent the aggregate, impair the continued ownership, present use and operation of the assets property subject thereto or affected thereby. All real property leases, subleases, licenses or other occupancy agreements to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company Buyer or any of its Subsidiaries is a party (collectively, the “Owned Buyer Real PropertyProperty Leases”) are in full force and effect in all property leased for the benefit of the Company material respects. There is no material default by Buyer or any of its Subsidiaries (“Leased Real Property”). Each under any of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Buyer Real Property and (ii) good leasehold title to all Leased Real PropertyLeases, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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, noror, to the knowledge of the CompanyBuyer, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease material defaults by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property such defaults as have been obtained, all leases of Leased Real Property shall remain valid and binding waived in accordance with their terms following the Effective Timewriting or cured. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) Section 3.2(p) of the Parent Disclosure Letter sets forth a correct list of all real property owned or leased (as lessee) by Parent or a Parent Subsidiary (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 an “Parent Property” and collectively referred to herein as the “Parent Properties”). (ii) The Company Parent or one Parent Subsidiary owns fee simple title or leasehold title (as applicable) to each of its Subsidiaries has good and valid title tothe Parent Properties, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)each case, free and clear of all Liens other than Liens, or Encumbrances, except for the following: (iA) Encumbrances set forth Section 3.2(p) of the Parent Disclosure Letter or relating to debt obligations reflected in the Company’s financial statements and the notes thereto (including with respect to debt obligations which are not consolidated), (B) Encumbrances that result from any statutory ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (C) any Material Contracts (only to the extent that the same encumbers or affects title to real property), or leases to third parties for the occupation of portions of the Parent Properties by such third parties in the ordinary course of the business of Parent or any Parent Subsidiary, (iiD) Encumbrances imposed or promulgated by Law or any Governmental Entity, including zoning regulations, (E) Encumbrances disclosed on existing title policies made available to the Gadsden prior to the date hereof, (F) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising liens imposed by Law and incurred in the ordinary course of business business, and (G) any other Encumbrances, limitations or title defects of any kind, if any, that, individually or in the Company or such Subsidiary consistent with past practice aggregate, would not constitute a Parent Material Adverse Effect. (iii) encumbrances Parent has made available to Gadsden all title insurance policies with respect to the Parent Properties that are set forth on real property Section 3.2(p) of the Parent Disclosure Letter. To Parent’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the nature date hereof. (iv) No certificate, permit or license from any Governmental Entity having jurisdiction over any of zoning restrictionsthe Parent Properties or any agreement, easementseasement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Parent Properties or that is necessary to permit the lawful use and operation of all parking areas, rights driveways, roads and other means of way, encroachments, restrictive covenantsegress and ingress to and from any of the Parent Properties has not been obtained and is not in full force and effect, and other similar rights neither Parent nor any Parent Subsidiary has received written notice of any threat of modification or restrictions that were not incurred cancellation of any such certificate, permit or license, except for such notices, failures to obtain and to have in connection with the borrowing of money or the obtaining of advances or credit full force and that do effect, which would not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and constitute a Parent Material Adverse Effect. (v) Neither Parent nor any Parent Subsidiary has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Parent Properties, or (B) any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or other Law, code, ordinance, Order or regulation has been violated for any Parent Property, which in the case of clauses (A) and (B) would, individually or in the aggregate, constitute a Parent Material Adverse Effect. (vi) Section 3.2(p) of the Parent Disclosure Letter lists as of the date hereof each ground lease to which Parent or any Parent Subsidiary is party, as lessee or lessor. Each such ground lease is in full force and effect and is valid, binding and enforceable in accordance with its terms against the lessor or lessee thereunder, as applicable, and, to the Knowledge of Parent, against the other parties thereto, except as would not constitute, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not constitute, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary, on the one hand, nor, to the Knowledge of Parent, any other party, on the other hand, is in default under any such matters ground lease which default is reasonably likely to result in a termination of recordsuch ground lease. No purchase option has been exercised under any of such ground lease, Liens except purchase options whose exercise has been evidenced by a written document as described in Section 3.2(p) of the Parent Disclosure Letter. Parent has made available to Gadsden a correct and complete copy of each such ground lease and all material amendments thereto. (vii) Neither Parent nor any Parent Subsidiary is a party to any agreement relating to the management of any of the Parent Properties by a party other imperfections than Parent or any wholly-owned Parent Subsidiaries, except as disclosed Section 3.2(p) of title the Parent Disclosure Letter. (viii) Parent has made available to Gadsden true, correct and complete copies of the leases that do Parent and its Subsidiaries, taken as a whole, are party to as a landlord or lessor with respect to each of the applicable Parent Properties including all material amendments, modifications, supplements, renewals, and extensions thereto, in each case as in effect on the date hereof (the “Parent Leases”). Neither Parent nor any of the Parent Subsidiaries, nor to the Knowledge of Parent, any tenant, has received written notification that they are in default under any Parent Lease, except for defaults that would not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than Except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsas disclosed on Schedule 4.14(a), (ii) mechanics’for Permitted Encumbrances and (iii) for property rights terminated or disposed of (e.g., workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ by sale or similar Liens arising lease termination) after the Balance Sheet Date in accordance with Article 6 or in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances and where such termination or disposition would not and does not adversely affect the ability to carry on real property in the nature of zoning restrictionsBusiness, easements, rights of way, encroachments, restrictive covenants, and other similar rights the Company or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 its Subsidiaries has (or following the notes theretoPre-Closing Restructuring will have) included in (A) good and marketable fee simple title to the Company SEC Documents; and owned real properties (vother than Easements) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bor Seller and the Seller Affiliates with respect to the Business) Section 4.18(b) and any above-ground assets or improvements situated on each of the Company Disclosure Letter sets forth a true owned real properties, free and complete list clear of all real property owned by Encumbrances (collectively, the Company or any of its Subsidiaries (“Owned Real Property”), (B) a valid, binding and all property leased for the benefit enforceable leasehold interest in each of the Company or any of its Subsidiaries leased properties (“Leased Real Property”). Each other than Easements) of the Company and its Subsidiaries has (ior Seller and the Seller Affiliates with respect to the Business) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in any above-ground assets or improvements situated on each caseof the leased properties, free and clear of all Liens except Permitted Liens. No parcel of Encumbrances (collectively, the “Leased Real Property”, and together with the Owned Real Property or Leased Property, the “Company Real Property”), and (C) good and defensible title to those material personal properties reflected in the Financial Statements, free and clear of Encumbrances. Following the Pre-Closing Restructuring, the Company Real Property is will be validly owned or leased by the Company or one of its Subsidiaries. (b) Except as disclosed on Schedule 4.14(b), to Seller’s Knowledge, the Company or its Subsidiary has (or following the Pre-Closing Restructuring will have) a valid, binding and enforceable real property interest in each Easement (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 no Encumbrances other than Permitted Encumbrances) necessary for the knowledge operation of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeBusiness. (c) There are Except as disclosed on Schedule 4.14(c), there is no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge Seller’s Knowledge, threatened in writing, condemnation Proceeding of any part of the Company, Leased Real Property real property (excluding Easements) reflected in the Financial Statements by any Governmental Entity that would materially interfere with the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge conduct of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedBusiness. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. Except as disclosed in SECTION 3.20 of the Disclosure Schedule (with paragraph references corresponding to those set forth below): (a) The Company or one of its Subsidiaries Savers has good and valid title to all debentures, notes, stocks, securities, and other assets that are of a type required to be disclosed in Schedules B through DB of its Annual Statement and that are owned by it, free and clear of all Liens. (b) Savers owns good and indefeasible title to, or in the case of leased property and leased tangible assets, has a valid leasehold interest in, all real property used in the conduct of its assets constituting personal property (excludingbusiness, for purposes operations, or affairs or of this sentence, assets held under leases)a type required to be disclosed in Schedule A of Savers' Annual Statement, free and clear of all Liens Liens. All such real property, other than raw land, is in good operating condition and repair and is suitable for its current uses. No improvement on any such real property owned, leased, or held by Savers encroaches upon any real property of any other Person. Savers owns, leases, or has a valid right under Contract to use adequate means of ingress and egress to, from, and over all such real property. SECTION 3.20(B) of the Disclosure Schedule contains a brief description of (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity each parcel of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by Savers (the Company or any of its Subsidiaries (“"Owned Real Property”") (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and all property leased for the benefit of the Company any indebtedness secured by a mortgage or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (iother Lien thereon) good and marketable title in fee simple to all Owned Real Property and (ii) each option held by Savers to acquire any real property. Complete and correct copies of any title opinions, surveys and appraisals Savers' possession or any policies of title insurance currently in force and in the possession of Savers with respect to each such parcel have heretofore been delivered to SMC. (c) Savers owns good and indefeasible title to, or has a valid leasehold title interest in or has a valid right under Contract to use, all Leased Real Propertytangible personal property that is used in the conduct of its business, in each caseoperations, or affairs, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property All such tangible personal property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair and is suitable for the requirements of the business of the Company and its Subsidiaries as currently conductedcurrent uses. (d) Each Savers has, and at all times after the Closing will have, the right to use, free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement, or other Liens, all marks, names, trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights, trade names, and service marks that are used in the conduct of its business, operations, or affairs (of which a true and complete list and description is disclosed in SECTION 3.20(D) of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyDisclosure Schedule), and all such leases are computer software, programs, and similar systems owned by or licensed to Savers, or any Affiliate of Savers or used in full force the conduct of its business, operations, or affairs (of which a true and effect, except for any such noncompliance or failure to be complete list and description is disclosed in full force and effect that, individually SECTION 3.20(D) of the Disclosure Schedule). Savers is not in conflict with or in the aggregateviolation or infringement of, and Savers has not had and would not reasonably be expected received any notice of any conflict with or violation or infringement of or any claimed conflict with, any asserted rights of any other Person with respect to have a Material Adverse Effect. Each any intellectual property or any computer software, programs, or similar systems, including, without limitation, any of such items disclosed in SECTION 3.20(D) of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Disclosure Schedule.

Properties. (a) The Company or one Except as set forth on Schedule 7.13 to the Original Credit Agreement, the Borrower and each of its Subsidiaries has have good and valid title toto all material properties owned in fee and all material properties leased by them, including all property reflected in the balance sheet referred to in Section 7.05(a) and in the pro forma balance sheet referred to in Section 5.14 of the Original Credit Agreement (except as sold or otherwise disposed of since the date of such balance sheet in the ordinary course of business or in accordance with the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes terms of this sentence, assets held under leasesAgreement), free and clear of all Liens Liens, other than Liens which are (x) in the case of property other than Real Property, Permitted Liens, (y) in the case of Mortgaged Property, Permitted Liens of the type described in clauses (a), (d), (e) and (g) of the definition thereof and Liens permitted by the applicable Mortgage and (z) in the case of Leased Properties, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be. On and as of the Original Effective Date, all of the Real Properties of each of the Borrower and its Subsidiaries (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or owned in fee are listed on Schedule 7.13 to the amount or validity of which is being contested Original Credit Agreement under the heading “Fee Real Properties” (such Fee Real Properties, together with all Real Properties acquired after the Original Effective Date in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned fee by the Company or Borrower and/or any of its Subsidiaries (Subsidiaries, the “Owned Real Fee Properties”; each, a “Fee Property”) and all property (ii) leased for by it are (A) in the benefit case of the Company or Principal Leases, listed on Exhibit A to Amendment No. 1 to the Collateral Assignment of Leases and subject to the provisions of the Collateral Assignment of Leases and (B) in the case of the Location Leases, described in and subject to the provisions of the Collateral Assignment of Location Leases as amended by Amendment No. 1 to the Collateral Assignment of Location Leases (such leased Real Properties, together with all Real Properties hereafter leased by the Borrower and/or any of its Subsidiaries (Subsidiaries, the “Leased Real Properties”; each, a “Leased Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Each of the Company or one of its Subsidiaries and each Subsidiary has good and valid marketable title to, or in the case of leased property and leased tangible assets, a has valid leasehold interest interests in, all of its assets constituting personal property (excludingwhether tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date. Except as set forth on Schedule 3.10, for purposes of this sentence, assets held under leasesPart (a), free and clear none of all Liens other than such property is subject to any Liens, except for the following (the “Permitted Liens”): (i) statutory ad valorem and real estate and other Liens for current taxes and or real property assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (and for which adequate accruals or reserves have been established on the Balance Sheet); (ii) Liens which do not materially detract from the value of such property or assets as now used, or materially interfere with any present use of such property or assets; (iii) mechanics’, workmen’scarriers’, repairmen’sworkers’, landlord’s, warehousemen’s, carriersrepairers’ or and similar statutory Liens arising or incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions for amounts that were are not incurred in connection with the borrowing of money or the obtaining of advances or credit delinquent and that do notare not material, either individually or in the aggregate, impair present business operations at such properties, ; and (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31listed on Schedule 3.10, 2010 Part (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”a). (b) Section 4.18(bSchedule 3.10, Part (b) sets forth, as of the date hereof, a description of each item of Tangible Personal Property leased by the Company or any Subsidiary with respect to which the annual lease payments for such item exceed $50,000. The Tangible Personal Property of the Company Disclosure Letter sets forth and the Subsidiaries, taken as a true whole, is in good condition consistent with industry standards and complete list in a state of good maintenance and repair (ordinary wear and tear excepted) consistent with industry standards. (c) Schedule 3.10, Part (c) lists all real property estate leased by the Company or any Subsidiary (collectively, the “Leased Real Properties”) and the leases pursuant to which the Company leases the Leased Real Properties (collectively, the “Real Property Leases”). Except as set forth on Schedule 3.10, Part (c), the Company has not assigned or subleased any of its rights with respect to any of the Leased Real Properties to any Person other than the Subsidiaries, and the Company has the right to use the Leased Real Properties pursuant to the terms of the Real Property Leases listed on Schedule 3.10, Part (c). (d) Schedule 3.10, Part (d) lists all real estate owned by the Company or any of its Subsidiaries Subsidiary (collectively the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real PropertyProperties”). Each of Except as set forth on Schedule 3.10, Part (d), the Company and its Subsidiaries has (i) good and marketable title in fee simple title to all Owned Real Property and (ii) good leasehold title to all Leased Real PropertyProperties, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemnedPermitted Lien, expropriated or otherwise taken by and has not leased any public authority with or without payment of compensation therefor, nor, to the knowledge portion of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Owned Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating Properties to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following Person other than the Effective TimeSubsidiaries. (ce) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge All of the Companybuildings, Leased Real Property by the Company or fixtures (including, without limitation, any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures mechanical systems affixed to a building) and other buildings improvements on the Owned Real Property or Properties and Leased Real Property Properties, taken as a whole, are adequately maintained in reasonable operating condition (ordinary wear and tear excepted) without structural defects in all material respects and are in good operating respects, and, to the Company’s Knowledge, no condition and repair for the requirements exists requiring material repairs to any of the business of buildings, fixtures (including, without limitation, any mechanical systems affixed to a building) and improvements on the Company and its Subsidiaries as currently conductedOwned Real Properties. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(bSchedule 3.1(o) of the Company Disclosure Letter sets forth Schedule contains a true and complete list of all real property owned by the Company or any Subsidiary of its Subsidiaries the Company (collectively, the “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. (ii) Schedule 3.1(o) of the Company Disclosure Schedule contains a true and complete list of all real property leased for the benefit of leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiary of its Subsidiaries the Company (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such Leased Real Property. Each True and complete copies of all agreements under which the Company or any Subsidiary of the Company and is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date of this Agreement have been made available to Parent. (iii) The Company or one of its Subsidiaries has (i) good and marketable title in fee simple title to all Owned Real Property and (ii) good valid leasehold title to estates in all Leased Real Property, in each case, Property free and clear of all Liens Encumbrances, except Permitted Liens. No parcel (i) statutory liens securing payments not yet due, (ii) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, and (iii) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company. (iv) Except as set forth in Schedule 3.1(o) of the Company Disclosure Schedule, none of the Owned Real Properties or the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other person any right to use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. (v) Each Real Property Lease is subject in full force and effect and is valid and enforceable in accordance with its terms, and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to any governmental decree or order to be sold or is being condemnedthe knowledge of the Company as of the date of this Agreement, expropriated or otherwise taken by any public authority with or without payment of compensation thereforother party thereto, nor, to the knowledge of the Company, has is there any such condemnationexisting event, expropriation circumstance or taking been proposed. All leases of Leased condition with respect to any Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by Lease that with the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse passage of time or the giving of notice, or both, would constitute a material default thereunder by the Company, under any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeLease. (cvi) There are no contractual does not exist as of the date of this Agreement any pending condemnation or legal restrictions eminent domain proceedings that preclude or materially restrict the ability to use affect any Owned Real Property or, to the knowledge of the Company, any such proceedings that affect any Leased Real Property by or, to the knowledge of the Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and, as of the date of this Agreement, neither the Company or any of nor its Subsidiaries for have received any written notice of the current intention of any Governmental Entity or contemplated other person to take or use of such real property. any Owned Real Property or Leased Real Property. (vii) To the knowledge of the Company, (A) there are no material latent structural, electrical, mechanical, plumbing, roof, paving or other defects or material adverse physical conditions affecting in any improvements located on any of the Owned Real Property or Leased Real Property. All plantsas could reasonably be expected, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, either individually or in the aggregate, to have a material and adverse effect on the use, development, occupancy or operation thereof, and (B) there are no natural or artificial conditions upon any Owned Real Property or any other facts or conditions which could reasonably be expected, in the aggregate, to have a material and adverse effect on the transferability, financability, ownership, leasing, use, development, occupancy or operation of any such real property. The Company has not had and would not received any notice from any insurance company of any defects or inadequacies in any Owned Real Property or any part thereof which could reasonably be expected to have a Material Adverse Effect. Each materially and adversely affect the insurability of such property or the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasespremiums for the insurance thereof, except for nor has any notice been given by any insurer of any such failure to do so thatproperty requesting the performance of any repairs, individually alterations or in the aggregate, other work with which compliance has not had and would not reasonably be expected been made. Notwithstanding the foregoing, no representation set forth in this Section 3.1(o)(vii) is made with respect to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19closed facilities.

Properties. (ai) (A) Colony Cove, located in Sarasota, Florida, and The Company Colony, located in Palm Springs, California, are the only real properties in which Chateau or one a Chateau Subsidiary holds a leasehold interest, and except as listed in Section 2.1(p)(i)(A) of its Subsidiaries has the Chateau Disclosure Letter, Chateau or a Chateau Subsidiary owns good and valid marketable fee simple or leasehold title to, to each of the real properties (including any and all improvements located on such properties) reflected on the most recent balance sheet of Chateau or Chateau OP included in the case Chateau SEC Documents and as identified in Section 2.1(p)(i)(A) of leased property and leased tangible assetsthe Chateau Disclosure Letter (each, a valid leasehold interest in“Chateau Property” and collectively, the “Chateau Properties”), which are all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)the real estate properties owned or leased by Chateau and the Chateau Subsidiaries, free and clear of all Liens other than Liens, easements, rights of way, rights of first refusal, covenants, conditions, restrictions, title defects, written agreements, Laws, ordinances and regulations affecting building use or occupancy (iincluding zoning regulations and building codes), or reservations of an interest in title (collectively, “Chateau Property Restrictions”) statutory ad valorem and real estate except for (1) debt and other matters identified on Section 2.1(p)(i)(A)(1) of the Chateau Disclosure Letter, (2) inchoate Liens imposed for current taxes and assessments construction work in progress or otherwise incurred in the ordinary course of business for amounts not yet past due delinquent or the amount or validity of which is are being contested in good faith by appropriate proceedingsproceedings and, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained by Chateau or a Chateau Subsidiary, (ii3) mechanics’, workmen’s’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, repairmen’s(4) Chateau Property Restrictions imposed or promulgated by Law or by any Governmental Entity which are customary and typical for similar properties and all matters disclosed on the existing title policies identified in Section 2.1(p)(i)(B) of the Chateau Disclosure Letter, landlord’sand (5) real estate Taxes and special assessments that are not yet delinquent or that are being contested in good faith by appropriate proceedings and, warehousemen’sin each case, carriers’ with respect to which adequate reserves or other appropriate provisions are being maintained by Chateau or a Chateau Subsidiary. To the Knowledge of Chateau and the Chateau Subsidiaries, none of the matters described in clauses (2) through (5) in the immediately preceding sentence (including, without limitation, matters disclosed on any existing title policies identified in Section 2.1(p)(i)(A) of the Chateau Disclosure Letter) has or would reasonably be expected to have, individually or in the aggregate, a Chateau Material Adverse Effect; (B) except as listed in Section 2.1(p)(i)(B) of the Chateau Disclosure Letter or as would not reasonably be expected to have a Chateau Material Adverse Effect, neither Chateau nor any Chateau Subsidiary has received written notice to the effect that there are any (1) condemnation or rezoning or proceedings or any utility service moratoriums or other moratoriums that are pending or, to the Knowledge of Chateau and the Chateau Subsidiaries, threatened with respect to any material portion of any of the Chateau Properties or (2) zoning, building or similar Liens arising Laws or orders that are presently being violated or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Chateau Properties or by the continued maintenance, operation or use of the parking areas; and (C) except as listed in Section 2.1(p)(i)(C) of the Chateau Disclosure Letter or as would not reasonably be expected to have a Chateau Material Adverse Effect, neither Chateau nor any Chateau Subsidiary has received written notice that it is currently in default or violation of any Chateau Property Restrictions. (ii) Except as listed in Section 2.1(p)(ii) of the Chateau Disclosure Letter or, individually or in the ordinary course aggregate, as would not reasonably be expected to have a Chateau Material Adverse Effect, all properties currently under development or construction by Chateau or the Chateau Subsidiaries and all properties currently proposed for acquisition, development or commencement of business construction prior to the Effective Time by Chateau and the Chateau Subsidiaries are listed as such in Section 2.1(p)(ii) of the Company Chateau Disclosure Letter. Except as listed in Section 2.1(p)(ii) of the Chateau Disclosure Letter or such Subsidiary consistent with past practice as, individually or in the aggregate, would not reasonably be expected to have a Chateau Material Adverse Effect, all executory agreements entered into by Chateau or any of the Chateau Subsidiaries relating to the development or construction of real estate properties (other than agreements for architectural, engineering, planning, accounting, legal or other professional services or agreements for material or labor) are listed in Section 2.1(p)(ii) of the Chateau Disclosure Letter. (iii) encumbrances on real property Section 2.1(p)(iii) of the Chateau Disclosure Letter sets forth the rent roll for each of the Chateau Properties (the “Rent Roll”) as of May 27, 2003. Except as disclosed in Section 2.1(p)(iii) of the Chateau Disclosure Letter, the information set forth in the nature Rent Roll is true, correct and complete in all material respects as of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do date thereof. (iv) Except as would not, individually or in the aggregate, impair present business operations at such propertiesreasonably be expected to have a Chateau Material Adverse Effect, (iv) existing Liens disclosed in no tenants or other third parties have been granted options to purchase or rights of first refusal which would require consent to, or be triggered by, the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and Merger. (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation Section 2.1(p)(v) of the assets to which they relate Chateau Disclosure Letter contains a list of any unfunded capital improvements being conducted by Chateau or any Chateau Subsidiary in the business excess of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)$100,000 at any one Property. (bvi) Except as set forth in Section 4.18(b2.1(p)(vi) of the Company Chateau Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property 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 of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and as would not reasonably be expected to have a Chateau Material Adverse Effect. Assuming all consents, approvals and authorizations listed the water serving each Chateau Property is potable water furnished by the local municipality in Section 4.5 of which each such Chateau Property is located; provided, however, that if the Company Disclosure Letter relating water system is privately owned or operated, neither Chateau nor any Chateau Subsidiary has received any uncured written notice that there is a requirement that it be connected to any Leased Real Property have been obtainedthe municipal, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timecounty or other public system serving such Chateau Property. (cvii) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge Except as set forth in Section 2.1(p)(vii) of the Company, Leased Real Property by the Company Chateau Disclosure Letter or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure 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 Chateau Material Adverse Effect. Each , the sanitary sewer (waste removal) system for each Chateau Property is operated by the municipality in which each such Property is located, and neither Chateau nor any Chateau Subsidiary has received an uncured written notice that the sanitary sewer (waste removal) system is not in compliance with applicable laws and regulations; provided, however, that if any such system is privately owned or operated, neither Chateau nor any Chateau Subsidiary has received any uncured notice that there is a requirement that it be connected to the municipal, county or other public system serving such Chateau Property. (viii) A reputable title insurance company has issued policies of title insurance insuring the fee simple or leasehold, as applicable, title of Chateau and the Chateau Subsidiaries with respect to all of the Company Chateau Properties in amounts at least equal to the original cost thereof, and, to Chateau’s Knowledge, such policies are valid and its Subsidiaries enjoys peaceful in full force and undisturbed possession effect and no claim has been made under all such leases, except for any such failure to do so thatpolicy. (ix) Except as disclosed in Section 2.1(p)(ix) of the Chateau Disclosure Letter, individually or in the aggregate, has not had and except as would not reasonably be expected to have a Chateau Material Adverse Effect. This , to the Knowledge of Chateau and the Chateau Subsidiaries, no portion of any Chateau Property lies in any flood plain or includes any wetlands or vegetation or species protected by any applicable laws. (x) Except as would not reasonably be expected to have a Chateau Material Adverse Effect, Section 4.18 does not relate 2.1(p)(x) of the Chateau Disclosure Letter contains a complete and accurate list of all binding commitments, letters of intent or similar written agreements made or entered into by Chateau or any of the Chateau Subsidiaries as of the date hereof (x) to intellectual propertysell, which is mortgage, pledge or hypothecate all or any portion of any Chateau Property, or to otherwise enter into a material transaction in respect of the subject ownership or financing of Section 4.19all or any portion of any Chateau Property, or (y) to purchase or acquire an option, right of first refusal or similar right in respect of any real property or properties.