Common use of Title to Real Property Clause in Contracts

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (ii) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; (iii) Permitted Liens; (iv) easements, covenants, rights of way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vi) (a) zoning, building and other similar restrictions, (b) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted.

Title to Real Property. (a) Neither the Company nor any Section 4.10(a)(i) of the Company Subsidiaries owns any Seller Disclosure Schedule sets forth a list of all real propertyproperty and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company Clairol Entities, Seller and the Company Subsidiaries Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”"LEASED PROPERTY"). The Company and/or one or more of Clairol Entities, Seller and the Company Subsidiaries has Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Company Property”"COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (i1) such as are set forth in Section 4.10(a) 4.10 of the Seller Disclosure Schedule; (ii2) leases, subleases and similar agreements set forth in Section 4.11(a) 4.12 of the Seller Disclosure Schedule; (iii3) Permitted Liens; (iv4) easements, covenants, rights of rights-of-way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conductedrecord; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vi5) (aA) zoning, building and other similar restrictions, (bB) mortgages, Liens, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company Clairol Entities, Seller or any of the Company Subsidiaries has Asset Selling Entities, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating thereto, and (cC) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses clause (v) or (vi5), individually or in the aggregate, materially impair impairs the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conductedAcquired Business.

Title to Real Property. (aSchedule 3.01(x) Neither sets forth a complete list of all real property owned in fee by the Company nor and the subsidiaries (individually, an "Owned Property") and identifies any of the Company Subsidiaries owns any real propertymaterial reciprocal easement or operating agreements relating thereto. Section 4.10(aSchedule 3.01(x) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries subsidiaries (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions identifies any material base leases and other reciprocal easement or operating agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries a subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (iiA) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 3.02(x), (iiiB) Permitted Liens; , (ivC) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vD) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viE) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights- of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of- way and other similar restrictions, none of which items set forth in clauses (vC), (D) or and (viE), individually or in the aggregate, materially impair the value or the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries subsidiaries as presently conducted. To the knowledge of the Company, the current use by the Company and the subsidiaries of the plants, 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.

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries Seller owns any real propertyno Real Property. Section 4.10(a) of the Seller Disclosure Schedule 3.11 sets forth a complete list and description of all real property and interests in real property Real Property used or held for use in the Business leased by the Company and the Company Subsidiaries Seller (individually, a “Leased Property”). Section 4.10(athe "LEASED PROPERTY") and identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements Seller's attached hereto) relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more Seller has, assuming good and adequate title in each lessor of the Company Subsidiaries has a leasehold estate, good and valid title to the leasehold estates in all the Leased Property (a the Leased Property being sometimes referred to herein, individually, as a “Company Property”the "PROPERTY" and, collectively, as "PROPERTIES"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way Liens and other similar restrictions of any nature whatsoever, except (iA) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; on Schedule 3.11, (iiB) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; on Schedule 3.11, (iiiC) Permitted Liens; , (ivD) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) any conditions that may be shown readily determined by a current, accurate survey or physical inspection of any Company of the Property made prior to the Closing and (viF) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liens, easements, covenants, rights of way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries Seller has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries Business, as presently conducted. Except as disclosed on Schedule 3.11, to the knowledge of the Seller, the current use by Seller of the plants, offices and other facilities located on the Property does not violate any local zoning or similar land use or government regulations in any material respect (such Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "PERMITTED REAL ESTATE LIENS"). No condemnation of any material portion of the Properties has occurred; and Seller has not received any notice related to any future or proposed condemnation of any material portion of the Properties.

Title to Real Property. Buyer shall have received, at Buyer's ---------------------- sole cost and expense, from a title insurance company licensed to do business in Louisiana, a written commitment to issue a title insurance policy (a) Neither the Company nor any "Title Policy"), naming Buyer as the insured and insuring that as of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries Closing Date Buyer is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid vested with fee title to the leasehold estates Real Property, subject only to non-delinquent real property taxes and assessment, the Permitted Liens and standard preprinted exceptions. Consistent with the foregoing, Buyer shall notify Seller in all Leased Property writing within fifteen (a Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear 15) days of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions the date hereof of any nature whatsoever, except (i) material objections to title which are not otherwise permitted pursuant to the terms of this Agreement. Buyer shall be deemed to have waived its right to object to any such as are title matters and the contingencies to Closing set forth in this Section 4.10(a7.6 shall be deemed satisfied if Buyer shall fail to timely notify Seller as aforesaid. In the event that at Closing Seller's title to the Real Property shall be subject to exceptions other than those permitted by this Agreement and as to which Buyer shall have timely notified Seller pursuant to the preceding sentence, Seller shall have the option, in its sole discretion, to either (x) take no action with respect to such exceptions, in which event Buyer shall have the right to either terminate this Agreement in accordance with Section 8.1 hereof or to close this transaction without any abatement or other reduction in the Purchase Price, (y) take such action as Seller shall deem to be reasonably necessary to transfer title to the Real Property subject only to the exceptions provided for in this Agreement, in which event Seller shall be entitled to a reasonable adjournment of the date of Closing, not to exceed thirty (30) days, to eliminate such exceptions, but if Seller Disclosure Schedule; shall be unsuccessful in eliminating such exceptions as of such adjourned date and if Buyer is not willing to close, this Agreement shall automatically be terminated, or (iiz) leases, subleases and similar agreements set forth in Section 4.11(a) of xxxxx the Seller Disclosure Schedule; (iii) Permitted Liens; (iv) easements, covenants, rights of way and other similar restrictions of record which do not, individually or Purchase Price in the aggregate, materially impair amount reasonably required by the continued use and operation of title company to eliminate the Assets exceptions not provided for in this Agreement. No action taken by Seller to cure or remove any purported title exception shall be an admission that such purported title exception is not among the title exceptions subject to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior Buyer has agreed to the Closing and (vi) (a) zoning, building and other similar restrictions, (b) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conductedaccept title.

Title to Real Property. Schedule 5.15 sets forth a complete list of ---------------------- all Real Property and interests in Real Property used or held for use in the Acquired Business owned in fee by the Crown Parties (aindividually, a "Crown ----- Owned Property") Neither the Company nor and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Company Subsidiaries owns any real propertyCrown Parties attached hereto) relating thereto. Section 4.10(a) of the Seller Disclosure Schedule 5.15 sets forth a complete list of all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business leased by the Company and the Company Subsidiaries Crown Parties (individually, a “"Crown Leased Property”). Section 4.10(a") and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements Crown Parties attached hereto) relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more Crown Parties have (i) good and insurable fee title to all Crown Owned Property and (ii) assuming good and adequate title in each lessor of the Company Subsidiaries has a leasehold estate, good and valid title to the leasehold estates in all Crown Leased Property (a Crown Owned Property or Crown Leased Property being sometimes referred to herein, individually, as a “Company "Crown Property”" and, collectively, as -------------- "Crown Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way Liens and other similar ---------------- restrictions of any nature whatsoever, except (iA) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; on Schedule 5.15, (iiB) leases, subleases and similar agreements set forth in Section 4.11(aon Schedule 5.20, (C) of the Seller Disclosure Schedule; (iii) Crown Permitted Liens; , (ivD) easements, covenants, rights of rights-of- way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Company Crown Property made prior to the Closing and (viF) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liens, easements, covenants, rights of way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has Crown Parties have easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries Crown Communications Business, as presently conducted. Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in any material respect (Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "Crown Permitted Real -------------------- Estate Liens"). No condemnation of any material portion of the Crown Properties ------------ has occurred; and the Crown Parties have not received any notice related to any future or proposed condemnation of any material portion of the Crown Properties.

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller The Disclosure Schedule sets forth a complete list of all real property owned by any of the Company or the Subsidiaries (each, together with all buildings, improvements and interests in structures located thereon and all easements and rights of way relating thereto, an “Owned Property”) and a complete list of all real property leased or subleased by any of the Company and or the Company Subsidiaries as a tenant (individuallyeach, a “Leased Property”). Section 4.10(a) of , and the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements leases relating thereto are herein referred to as the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Real Property Leases”). The Neither the Company and/or one or more nor any of the Company Subsidiaries has good and valid done or suffered anything to encumber or imperil title to any of the Owned Properties or to encumber or imperil its leasehold estates estate in all any of the Leased Properties (an Owned Property (a or Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear from the date of all mortgagesacquisition of such title or estate by the Company or such Subsidiary, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoeverrespectively, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure SchedulePermitted Liens; (ii) leaseseasements, subleases restrictive covenants, rights–of–way, encroachments, and similar agreements set forth in Section 4.11(a) other encumbrances on any Company Property that are shown as of the Seller Disclosure Schedulerecord; (iii) Permitted Liens; (iv) easements, covenants, rights of way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing Property; and (viiv) (aA) platting, subdivision, zoning, building and other similar restrictions, (bB) mortgages, Liens, other easements, restrictive covenants, rights of way rights–of–way, encroachments, and other similar restrictions encumbrances that have been placed by any developer, landlord or other third party on property over which the Company or any are not shown of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating theretorecord, and (cC) unrecorded easementsreservations of coal, covenantsoil, rights gas, minerals, and mineral interests that are not shown of way and other similar restrictionsrecord, none of which items set forth in clauses clause (v) ii), (iii), or (vi), iv) individually or in the aggregate, aggregate materially impair interferes with the continued use and operation of the property Company Property to which they relate it relates substantially in the business manner in which such Company Property is currently used and operated. No representation or warranty, express or implied, is made with respect to the fee title to any of the Company and Leased Properties. There are no eminent domain proceedings pending (with respect to which any of Seller, the Company or the Subsidiaries as presently conductedhas been served or otherwise notified) or, to the knowledge of Seller, threatened against any Owned Property or any portions thereof. To the knowledge of Seller, there are no eminent domain proceedings pending or threatened against any Leased Property or any portions thereof. Seller has delivered or caused to be delivered to Buyer prior to the execution of this Agreement true and complete copies of all Real Property Leases (including any amendments and renewal letters and any other agreements with respect thereto) held by the Company or any of the Subsidiaries.

Title to Real Property. Prior to the Effective Date, Buyer has secured from Title Guaranty of Hawaii, LLC (athe “Title Company”) Neither commitments (collectively, the Company nor any “Title Commitment”) to issue to Buyer at Closing ALTA Owner’s Policies of Title Insurance insuring title to portions of the Company Subsidiaries owns any real property. Section 4.10(a) of Real Property, in form and content and including endorsements satisfactory to Buyer (collectively, the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries (individually, a “Leased PropertyTitle Policy”). Section 4.10(a) Seller shall provide customary affidavits regarding unrecorded leases, construction liens, subdivisions and covenant violations and other customary matters that are required by the Title Company to issue the Title Commitment and Title Policy and to omit standard exceptions relating to real estate taxes (excluding rollback taxes), unrecorded mechanics liens and “gap” liability, but Seller shall not otherwise be required to issue any indemnities, assurances, warranties or guaranties to induce issuance of the Seller Disclosure Schedule sets forth a true and complete list of Title Policy. For all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any portions of the A&B Land that the Title Company Subsidiaries is a party commits to insure under the Title Commitment, ABLR and ABPHR shall convey to Buyer fee simple title by limited warranty deeds in the form attached hereto as Exhibit F (the “Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company PropertyDeed”), in each case free subject only to the Permitted Exceptions, as further defined below, and clear of the Leases and any and all mortgages, Liens, leases, assignments, subleases, licenses, recorded easements, covenants, rights of way agreements and other similar restrictions documents provided for in this Agreement. At the Closing, ABLR and ABPHR shall convey to Buyer all of any nature whatsoevertheir right, except (i) such as are set forth title and interest in Section 4.10(a) all other portions of the A&B Land by quitclaim deeds, and Seller Disclosure Schedule; (ii) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; (iii) Permitted Liens; (iv) easements, covenants, rights of way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets shall cause any affiliated entities holding title to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vi) (a) zoning, building and other similar restrictions, (b) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights Property to convey to Buyer all of their right, title and interest in all other portions of the Property by quitclaim deeds, bills of sale or on any Company Property and subordination or similar agreements relating theretoassignments, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi), individually or as applicable. Land shall be described in the aggregateDeeds or quitclaim deeds by the best property descriptions available without having to survey the land or otherwise incur material expense, materially impair the continued use and operation of the property to which they relate may include describing some such properties in the business quitclaim deeds by their Tax Map Key Numbers. After Closing Seller shall upon request provide Buyer any and all records and documents of any kind or nature in Seller’s possession or control to assist Buyer in obtaining clear title to the Company and the Company Subsidiaries as presently conductedReal Property.

Title to Real Property. Schedule 5.15 sets forth a complete list of ---------------------- all Real Property and interests in Real Property used or held for use in the Acquired Business owned in fee by the Crown Parties (aindividually, a "Crown ----- Owned Property") Neither the Company nor and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Company Subsidiaries owns any real propertyCrown Parties attached hereto) relating thereto. Section 4.10(a) of the Seller Disclosure Schedule 5.15 sets forth a complete list of all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business leased by the Company and the Company Subsidiaries Crown Parties (individually, a “"Crown Leased Property”). Section 4.10(a") and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements Crown Parties attached hereto) relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more Crown Parties have (i) good and insurable fee title to all Crown Owned Property and (ii) assuming good and adequate title in each lessor of the Company Subsidiaries has a leasehold estate, good and valid title to the leasehold estates in all Crown Leased Property (a Crown Owned Property or Crown Leased Property being sometimes referred to herein, individually, as a “Company "Crown Property”" and, collectively, as -------------- "Crown Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way Liens and other similar ---------------- restrictions of any nature whatsoever, except (iA) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; on Schedule 5.15, (iiB) leases, subleases and similar agreements set forth in Section 4.11(aon Schedule 5.20, (C) of the Seller Disclosure Schedule; (iii) Crown Permitted Liens; , (ivD) easements, covenants, rights of rights-of- way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Company Crown Property made prior to the Closing and (viF) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liens, easements, covenants, rights of way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has Crown Parties have easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries Crown Communications Business, as presently conducted. Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in any material respect (Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "Crown Permitted Real -------------------- Estate ------ Liens"). No condemnation of any material portion of the Crown Properties ----- has occurred; and the Crown Parties have not received any notice related to any future or proposed condemnation of any material portion of the Crown Properties.

Title to Real Property. (aSchedule 4(j) Neither will set forth a complete ----------------------- list of all real property and interests in real property owned in fee by the Company nor that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current Business (individually, an "Owned ----- Property") and identifies any of the Company Subsidiaries owns any real propertymaterial reciprocal easement or operating -------- agreements relating thereto. Section 4.10(aSchedule 4(j) of the Seller Disclosure Schedule sets will set forth a complete list of all real property and interests in real property leased by the Company and that are used, held for use or intended to be used primarily in, or necessary for the Company Subsidiaries conduct of, the current Business (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions --------------- identifies any material base leases and other reciprocal easement or operating agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as ---------------- "Company Properties"), in each case free and clear of all mortgages, Liensliens, ------------------ security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (iA) such as are will be set forth in Section 4.10(a) of the Seller Disclosure Schedule; Schedule 4(j), (iiB) leases, subleases and similar agreements that will be set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 4(l), (iiiC) Permitted Liens; , (ivD) easements, covenants, rights of way rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) (I) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viII) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (aI) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of way rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted. The current use by the Company of the petroleum products terminaling, storage and pipeline facilities (each, a "Facility" and -------- collectively, the "Facilities"), offices and other facilities located on Company ---------- Property does not violate any local zoning or similar land use or government regulations in any manner that materially affects, or could reasonably be expected to materially affect, the use or operation of any Facility.

Title to Real Property. (aSchedule 3.01(x) Neither sets forth a complete list of all real property owned in fee by the Company nor and the subsidiaries (individually, an "Owned Property") and identifies any of the Company Subsidiaries owns any real propertymaterial reciprocal easement or operating agreements relating thereto. Section 4.10(aSchedule 3.01(x) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries subsidiaries (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions identifies any material base leases and other reciprocal easement or operating agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries a subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (iiA) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 3.02(x), (iiiB) Permitted Liens; , (ivC) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vD) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viE) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vC), (D) or and (viE), individually or in the aggregate, materially impair the value or the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries subsidiaries as presently conducted. To the knowledge of the Company, the current use by the Company and the subsidiaries of the plants, 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.

Title to Real Property. (a) Neither Schedule 6.11 sets forth a complete ---------------------- list of all Real Property and interests in Real Property used or held for use in the Company nor operation of the businesses of Buyer and its Subsidiaries and owned in fee by Buyer or any of the Company its Subsidiaries owns (individually, a "Buyer Owned Property") and -------------------- identifies any real propertymaterial reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Section 4.10(a) of the Seller Disclosure Schedule 6.11 sets forth a complete list of all real property Real Property and interests in real property Real Property used, or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by the Company and the Company Buyer or any of its Subsidiaries (individually, a “"Buyer ----- Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to the use or occupancy Real Property identified on other disclosure schedules of real property Buyer attached hereto) relating thereto. Buyer and its Subsidiaries have (written or oral)i) good and insurable fee title to all Buyer Owned Property and (ii) assuming good and adequate title in each lessor of a leasehold estate, as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Buyer Leased Property (a Buyer Owned Property or Buyer Leased Property being sometimes referred to herein, individually, as a “Company "Buyer Property”" and, -------------- collectively, as "Buyer Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way Liens ---------------- and other similar restrictions of any nature whatsoever, except (iA) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; on Schedule 6.11, (iiB) leases, subleases and similar agreements set forth in Section 4.11(aon Schedule 6.16, (C) of the Seller Disclosure Schedule; (iii) Buyer Permitted Liens; , (ivD) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Company Buyer Property made prior to the Closing and (viF) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liens, easements, covenants, rights of way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has Buyer Parties have easement rights or on any Company Buyer Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries relate, as presently conducted. Except as set forth on Schedule 6.17, to the knowledge of Buyer, the current use by Buyer and its Subsidiaries of the plants, offices and other facilities located on Buyer Property does not violate any local zoning or similar land use or government regulations in any material respect. No condemnation of any material portion of the Buyer Properties has occurred; and Buyer and its Subsidiaries have not received any notice related to any future or proposed condemnation of any material portion of the Buyer Properties.

Title to Real Property. (a) Neither the Company nor any Part 2.9 of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased owned by the Company and the Company Subsidiaries Companies (individually, a “Leased "Owned Real Property”"). Section 4.10(a) Part 2.9 of the Seller Disclosure Schedule also sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property and interests in real property leased by any Company (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”"Leased Real Property"). The applicable Company and/or one or more of the Company Subsidiaries has (i) good, marketable and insurable fee title to all Owned Real Property and (ii) good and valid title to the leasehold estates in all Leased Real Property (a Owned Real Property or Leased Real Property being sometimes referred to herein, individually, as a “"Company Real Property”" and, collectively, as "Company Real Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoeverEncumbrances, except (iA) such as are set forth in Section 4.10(a) Part 2.9 of the Seller Disclosure Schedule; , (iiB) leases, subleases and similar agreements set forth in Section 4.11(a) Part 2.9 of the Seller Disclosure Schedule; , (iiiC) Permitted Liens; any lien for current taxes not yet due and payable, (ivD) easements, covenants, rights of right s-of-way and other similar restrictions of record which that do not, individually not (in any case or in the aggregate, ) materially detract from the value of the assets subject thereto or materially impair the continued use and operation operations of the Assets to which they relate in the business of the Company and the Company SubsidiariesCompanies, taken as presently conducted; a whole, (vE) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Real Property made prior to the Closing and that do not (vi) (a) zoning, building and other similar restrictions, (b) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by in any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi), individually case or in the aggregate, ) materially detract from the value of the assets subject thereto or materially impair the continued use and operation operations of the property to which they relate Companies, taken as a whole and (F) minor liens that have arisen in the ordinary course of business and have been or will be paid promptly and that do not (in any case or in the aggregate) materially detract from the value of the Company and assets subject thereto or materially impair the Company Subsidiaries operations of the Companies, taken as presently conducteda whole.

Title to Real Property. (aSchedule 3.1(y) Neither sets forth a complete list of all real property owned in fee by the Company nor any of the Company Subsidiaries owns and its subsidiaries other than any real propertyproperty disposed of after the date of this Agreement in compliance with Section 4.1(a) (individually, an "Owned Property"). Section 4.10(aSchedule 3.1(y) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and its subsidiaries (other than any real property disposed of after the Company Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements identifies any material leases relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries a subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (iiA) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 3.1(y), (iiiB) Permitted Liens; , (ivC) easements, covenants, rights of rights-of- way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vD) any conditions that may would be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viE) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries subsidiary thereof has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vC), (D) or and (viE), individually or in the aggregate, materially impair the value or the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries its subsidiaries as presently conducted. No local zoning or similar land use or government regulations materially impairs the current use by the Company and its subsidiaries of the plants, offices and other facilities located on Company Property.

Title to Real Property. (a) Neither Schedule 6.11 sets forth a complete list of ---------------------- all Real Property and interests in Real Property used or held for use in the Company nor operation of the businesses of Buyer and its Subsidiaries and owned in fee by Buyer or any of the Company its Subsidiaries owns (individually, a "Buyer Owned Property") and -------------------- identifies any real propertymaterial reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Section 4.10(a) of the Seller Disclosure Schedule 6.11 sets forth a complete list of all real property Real Property and interests in real property Real Property used, or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by the Company and the Company Buyer or any of its Subsidiaries (individually, a “"Buyer ----- Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to the use or occupancy Real Property identified on other disclosure schedules of real property Buyer attached hereto) relating thereto. Buyer and its Subsidiaries have (written or oral)i) good and insurable fee title to all Buyer Owned Property and (ii) assuming good and adequate title in each lessor of a leasehold estate, as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Buyer Leased Property (a Buyer Owned Property or Buyer Leased Property being sometimes referred to herein, individually, as a “Company "Buyer ----- Property”" and, collectively, as "Buyer Properties"), in each case free and clear -------- ---------------- of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way Liens and other similar restrictions of any nature whatsoever, except (iA) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; on Schedule 6.11, (iiB) leases, subleases and similar agreements set forth in Section 4.11(aon Schedule 6.16, (C) of the Seller Disclosure Schedule; (iii) Buyer Permitted Liens; , (ivD) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Company Buyer Property made prior to the Closing and (viF) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liens, easements, covenants, rights of way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has Buyer Parties have easement rights or on any Company Buyer Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries relate, as presently conducted. Except as set forth on Schedule 6.17, to the knowledge of Buyer, the current use by Buyer and its Subsidiaries of the plants, offices and other facilities located on Buyer Property does not violate any local zoning or similar land use or government regulations in any material respect. No condemnation of any material portion of the Buyer Properties has occurred; and Buyer and its Subsidiaries have not received any notice related to any future or proposed condemnation of any material portion of the Buyer Properties.

Title to Real Property. (aSchedule 3.1(y) Neither sets forth a complete list of ---------------------- all real property owned in fee by the Company nor any of the Company Subsidiaries owns and its subsidiaries other than any real propertyproperty disposed of after the date of this Agreement in compliance with Section 4.1(a) (individually, an "Owned Property"). Section 4.10(aSchedule 3.1(y) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and its subsidiaries (other than any real property disposed of after the Company Subsidiaries date of this Agreement in compliance with Section 4.1(a) (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements identifies any material leases relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries a subsidiary has (i) good and marketable fee title to all Owned Property insurable at regular rates and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (i) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; (iiA) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 3.1(y), (iiiB) Permitted Liens; , (ivC) easements, covenants, rights of rights-of-way and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vD) any conditions that may would be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viE) (aI) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries subsidiary thereof has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of rights- of-way and other similar restrictions, none of which items set forth in clauses (vC), (D) or and (viE), individually or in the aggregate, materially impair the value or the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries its subsidiaries as presently conducted. No local zoning or similar land use or government regulations materially impairs the current use by the Company and its subsidiaries of the plants, offices and other facilities located on Company Property.

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries Subsidiary owns any real property or interests in real property. Section 4.10(a) 4.10 of the Seller Disclosure Schedule sets forth a true and complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries Subsidiaries, including without limitation all leased operating facilities (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the The Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, except (ia) such as are set forth in Section 4.10(a) 4.10 of the Seller Disclosure Schedule; (iib) leases, subleases and similar agreements set forth in Section 4.11(a) 4.12 of the Seller Disclosure Schedule; (iiic) Permitted Liens; (ivd) easements, covenants, rights of way and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conductedrecord; (ve) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing Closing; and (vif) (ai) zoning, building and other similar restrictions, and (bii) mortgages, Liens, easements, covenants, rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any one or more of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (c) unrecorded easements, covenants, rights of way and other similar restrictions, none of which items set forth in clauses clause (v) or (vid), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted. There are no pending or, to the knowledge of Seller, threatened appropriation, condemnation, imminent domain or like proceedings relating to the Leased Properties. Since June 30, 2011, none of the Leased Properties has suffered any material damage by fire or other casualty that is not covered by insurance which has not heretofore been repaired and restored in all material respects, except for damage that would not, individually or in the aggregate, materially impair the continued use and operation of the property to which such damage relates in the business of the Company and the Company Subsidiaries as presently conducted.

Title to Real Property. (a) Neither Section 4.10 of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Company nor any of the Company Subsidiaries owns any real property(individually, an “Owned Property”). Section 4.10(a) 4.10 of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries (individually, a “Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth , and each such lease, sublease or similar agreement a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“LeasesLease Agreement”). The Company and/or one or more of the Company Subsidiaries has good and insurable fee title to all Owned Property and has good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of way and other similar restrictions and encumbrances of any nature whatsoever, except (ia) such as are set forth in Section 4.10(a) 4.10 of the Seller Disclosure Schedule; (ii) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; (iiib) Permitted Liens; (ivd) easements, covenants, rights of way way, zoning and other similar restrictions of record which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conductedbuilding restrictions; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vie) (a) zoning, building and other similar restrictions, (bi) mortgages, Liens, easements, covenants, covenants and rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (cii) unrecorded easements, covenants, covenants and rights of way and other similar restrictions, none of which items set forth in clauses (v) or (vi)non-monetary restrictions that do not, individually or in the aggregate, materially reduce the value of the Company Property or materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted.

Title to Real Property. (aSchedule 4(j) Neither will set forth a complete list of all real property and interests in real property owned in fee by the Company nor that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current Business (individually, an "Owned Property") and identifies any of the Company Subsidiaries owns any real propertymaterial reciprocal easement or operating agreements relating thereto. Section 4.10(aSchedule 4(j) of the Seller Disclosure Schedule sets will set forth a complete list of all real property and interests in real property leased by the Company and that are used, held for use or intended to be used primarily in, or necessary for the Company Subsidiaries conduct of, the current Business (individually, a “"Leased Property”). Section 4.10(a") of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions identifies any material base leases and other reciprocal easement or operating agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”)thereto. The Company and/or one or more of the Company Subsidiaries has (i) good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (iA) such as are will be set forth in Section 4.10(a) of the Seller Disclosure Schedule; Schedule 4(j), (iiB) leases, subleases and similar agreements that will be set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 4(l), (iiiC) Permitted Liens; , (ivD) easements, covenants, rights of way rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) (I) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (viII) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (aI) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Company or any of the Company Subsidiaries has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of way rights-of-way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted.25 20

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule 4.10 sets forth a complete list of all real property and interests in real property leased by the Company and the Company Subsidiaries Subsidiary (individually, a “"Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”"). The Company and/or one or more of the Company Subsidiaries Subsidiary has good and valid title to the leasehold estates in all Leased Property (a Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (ia) such as are set forth in Section 4.10(a) of the Seller Disclosure Schedule; Schedule 4.10, (iib) leases, subleases and similar agreements set forth in Section 4.11(a) of the Seller Disclosure Schedule; Schedule 4.12, (iiic) Permitted Liens; , (ivd) easements, covenants, rights of rights-of-way and other similar restrictions of record which that do not, individually or in the aggregate, materially impair the continued use and operation of the Assets Leased Property to which they relate in the business of the Company and the Company SubsidiariesSubsidiary, taken as a whole, as presently conducted; (v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vie) (ai) zoning, building and other similar restrictions, (bii) mortgages, Liens, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries Subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (ciii) unrecorded easements, covenants, rights of rights-of-way and other similar restrictions, none of which items set forth in clauses clause (v) or (vie), individually or in the aggregate, materially impair the continued use and operation of the property Leased Property to which they relate in the business of the Company and the Company Subsidiaries Subsidiary, taken as a whole, as presently conducted. Neither the Company nor the Subsidiary has a fee title interest in any real property.

Title to Real Property. (a) Neither the Company nor any of the Company Subsidiaries owns any real property. Section 4.10(a) of the Seller Disclosure Schedule Exhibit 4.1.12 sets forth a -------------- complete list of all real property and interests in real property owned in fee by Target that are used, held for use or intended to be used primarily in, or necessary for the conduct of, the current business (individually, an "Owned ----- Property"). Exhibit 4.1.12 sets forth a complete list of all real property and -------- -------------- interests in real property leased by Target that are used, held for use or intended to be used primarily in, or necessary for the Company and conduct of, the Company Subsidiaries current business of Target (individually, a “"Leased Property”"). Section 4.10(aTarget has (i) of the Seller Disclosure Schedule sets forth a true good and complete list of --------------- insurable fee title to all leases, subleases, licenses, concessions Owned Property and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Company and/or one or more of the Company Subsidiaries has ii) good and valid title to the leasehold estates in all Leased Property (a an Owned Property or Leased Property being sometimes referred to herein, individually, as a “"Company Property”" and, ---------------- collectively, as "Company Properties"), in each case free and clear of all ------------------ mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, licenses, easements, covenants, rights of rights-of-way and other similar restrictions of any nature whatsoever, except (iA) such as are will be set forth in Section 4.10(a) of the Seller Disclosure Schedule; Exhibit 4.1.12, -------------- (iiB) leases, subleases and similar agreements that will be set forth in Section 4.11(a) of the Seller Disclosure Schedule; Exhibit ------- 4.1.12, (iiiC) Permitted Liens; , (ivD) easements, covenants, rights of way rights-of-way, ------ conditions, restrictions, reservations, licenses and other similar restrictions of record which do notrecord, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (vE) (I) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Target Property made prior to the Closing and (viII) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (aI) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (bII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights of rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Company or any of the Company Subsidiaries Target has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (cIII) unrecorded easements, covenants, rights of way rights- of-way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clauses (vI), (II) or and (viIII), individually or in the aggregate, materially impair the continued use and operation of the property to which they relate in the business of the Company and the Company Subsidiaries Target as presently conducted. The current use by Target of the natural gas gathering and processing facilities (each, a "Facility" and collectively, the "Facilities"), -------- ---------- offices and other facilities located on Target Property does not violate any local zoning or similar land use or government regulations in any manner that materially affects, or could reasonably be expected to materially affect, the use or operation of any Facility.