Each Loan Party has good and marketable fee simple, or local equivalent, title to, or a good and valid leasehold interest in, all its real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose, water therefrom) other than the property currently owned by Harweal Investments Limited, the name of which has subsequently been changed to EVCO Limited, as nominee for Cadiz Land Company, Inc., which property is subject to no Liens other than Liens in favor of a Loan Party. Each Loan Party has good title to, or a valid leasehold interest in, all its other property. Each Loan Party represents that Octagon Partners, LLC, a California limited liability company and an Affiliate of each of the Borrowers, has good and marketable fee simple title to all its real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose water therefrom). None of such property referenced in this Section 3.7 is subject to any Lien except as permitted by Section 6.2 or such other minor defects in title that do not interfere with such Loan Party’s ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. All such property referenced in this Section 3.7 is in good working order and condition, ordinary wear and tear excepted. The property subject to the Mortgage comprises all of the real property owned by the Loan Parties and any of their Subsidiaries or Affiliates; provided that the representations and warranties contained in this Section 3.7 are qualified in their entirety by reference to the Lease Transaction and the rights and interests granted thereunder. As of the Closing Date, there are no Material Leased Properties. No Loan Party has any Contractual Obligation to purchase any real property or interest in real property. There is no pending or, to the best knowledge of each Loan Party, threatened, appropriation, condemnation or like adverse proceeding materially affecting the Mortgaged Properties or any part thereof or of any sale or other disposition of the Mortgaged Properties or any part thereof in lieu of condemnation. The Loan Parties’ use of the Mortgaged Properties or any portion thereof does not, in any material respect, breach, violate or conflict with (i) any covenants, conditions or restrictions of record applicable thereto and binding on any Loan Party or (ii) the terms and provisions of the Lease Agreement.