Common use of Properties Clause in Contracts

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has good andAIP and its Subsidiaries own fee simple title to each of the real properties reflected on the most recent balance sheet of AIP included in the AIP Reports or as may be identified in the AIP Disclosure Letter (the "AIP Properties"), as which are all of the real estate properties owned by them, free and clear of Encumbrances. To AIP's actual knowledge, the AIP Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions that will be set forth in the AIP Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, marketable including zoning regulations, provided they do not materially adversely affect the current use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title to all the material properties and assets reflected reports or surveys (in either the latest audited balance sheet case copies of which title reports and surveys have been or latest interim balance sheet included will be delivered or made available to RELP prior to July 31, 1997), and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which have heretofore been bonded (and that will be listed in the Financial Statements as being owned AIP Disclosure Letter) or which individually or in the aggregate, do not exceed $100,000, do not materially detract from the value of or materially interfere with the present use of any of the AIP Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by either Purchaser or one of AIP and its Subsidiaries and which have arisen or acquired after the date thereof (except properties sold been incurred only in its construction activities or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness. (b) (Valid policies of title insurance have been issued insuring AIP's or any of its Subsidiaries' fee simple title to the “Owned AIP Properties”), free subject only to the matters disclosed above and clear of all Liens of as may be set forth in the AIP Disclosure Letter, and such policies are, at the date hereof, in full force and effect and no material claim has been made against any nature whatsoeversuch policy. To AIP's actual knowledge, except as will be set forth in the AIP Disclosure Letter, (i) statutory Liens securing payments not yet due there is no certificate, permit or license from any governmental authority having jurisdiction over any of the AIP Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the AIP Properties or which are being contested is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the AIP Properties that has not been obtained and is not in good faith for which adequate reserves have been takenfull force and effect, or of any pending threat of modification or cancellation of any of same; (ii) Liens for real property Taxes not yet due and payableneither AIP nor its Subsidiaries has received written notice of any material violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the AIP Properties issued by any governmental authority; (iii) easements, rights of way, there are no structural defects relating to the AIP Properties and other similar encumbrances that do no AIP Properties whose building systems are not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties in working order in any material respect; and (iv) such imperfections there is (A) no physical damage to any AIP Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration, (B) no current renovation to any AIP Property the cost of which exceeds $100,000 and (C) no current restoration (excluding tenant improvements) of any AIP Property the cost of which exceeds $100,000. (c) Except as will be set forth in the AIP Disclosure Letter, AIP or irregularities its Subsidiaries have received no notice to the effect that and there are no (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of title the AIP Properties or Liens as do not materially affect (B) any zoning, building or similar laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the AIP Properties 16 or by the continued maintenance, operation or use of the properties parking areas in any material respect. All work to be performed, payments to be made and actions to be taken by AIP or assets subject thereto its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or affected thereby authority in connection with a site approval, zoning reclassification or otherwise materially impair business operations at such properties other similar action relating to the AIP Properties (collectivelye.g., “Permitted Encumbrances”)Local Improvement District, Road Improvement District, Environmental Mitigation) has been performed, paid or taken, as the case may be, and (b) AIP is the lessee not aware of all leasehold estates reflected in either the Financial Statements any planned or acquired proposed work, payments or actions that may be required after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoeverhereof pursuant to such agreements, except for Permitted Encumbrances, and is as will be set forth in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyAIP Disclosure Letter.

Properties. Either Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser, Purchaser or one of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Purchaser SEC Reports as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Purchaser Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Purchaser SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Purchaser Leased Properties” and, collectively with the Purchaser Owned Properties that constitute real propertyProperties, the “Purchaser Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Purchaser’s Knowledge, the lessor. There are no pending or, to the Knowledge of Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Purchaser Real Property.

Properties. Either Purchaser Except as would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Company, Company or one of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe knowledge of Company, threatened (in writing) condemnation proceedings against any Real Property that is material to Company. Other than the Real Owned Property, neither the Company nor any of its Subsidiaries owns any real property.

Properties. Either Purchaser or one of Except as disclosed in the Company Reports filed prior to the date hereof, the Company and its Subsidiaries subsidiaries (a) has good andhave good, as to real property, clear and marketable title to all the material properties and assets which are material to the Company's business on a consolidated basis and are reflected in either the latest audited balance sheet or latest interim balance sheet statement of condition included in the Financial Statements Company Reports as being owned by either Purchaser or one of the Company and its Subsidiaries subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”thereof), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due on assets of subsidiaries of the Company incurred in the ordinary course of their business and payable, (iii) easements, rights such imperfections or irregularities of way, and other similar encumbrances that title or Liens 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 (iv) properties, in either case in such imperfections or irregularities of title or Liens a manner as do not materially affect to have a Material Adverse Effect on the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)Company, and (b) is are collectively the lessee of all leasehold estates which are material to the Company's business on a consolidated basis and are reflected in either the Financial Statements latest audited financial statements included in the Company Reports or acquired after the date thereof (except for leases that have expired by their terms or as to which the Company has agreed to terminate or convey since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Company's knowledge, the lessor, other than defaults that would not have a Material Adverse Effect on the Company. There Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession of all such leases. To the knowledge of the Company, all of the Company's and its subsidiaries, owned buildings, structures and equipment have been well maintained and are no pending orin good and serviceable condition, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertynormal wear and tear excepted.

Properties. Either Purchaser Company or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Company Owned Properties”“), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties that constitute real property, the “Company Real Property”“), free and clear of all Liens of any nature whatsoever, except for Company Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserCompany’s Knowledge, the lessor. There are no pending or, to PurchaserCompany’s Knowledge, threatened (in writing) condemnation proceedings against the Company Real Property.

Properties. Either Purchaser or one (i) As of the date of this Agreement, neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries, in the case of leased property and leased tangible assets, has valid and enforceable leasehold interests in, all of its properties and tangible assets, free and clear of all Liens, except for (a1) has Liens for taxes not yet due and payable or that are being contested in good andfaith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, as (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due, but not delinquent or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (3) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, marketable title to all the material properties including zoning, building, fire, health and assets reflected environmental laws and similar regulations, (4) pledges or deposits in either the latest audited balance sheet or latest interim balance sheet included connection with workers’ compensation, unemployment insurance, social security and other similar legislation, (5) Liens incurred in the Financial Statements as being owned by either Purchaser ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or one to secure the performance of its Subsidiaries or acquired after tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (6) any ▇▇▇▇ licenses and any licenses of and other grants of rights to use Intellectual Property rights entered into in the date thereof ordinary course of business and (except properties sold or otherwise disposed of since the date thereof 7) Liens incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that would not yet due or which are being contested reasonably be expected to interfere adversely in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect a material way with the use of the properties or assets subject thereto or affected encumbered thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted EncumbrancesLiens”), . (ii) Section 3.01(n)(ii) of the Company Letter sets forth a complete and (b) is the lessee correct list of all leasehold estates reflected material real property and material interests in either real property leased by the Financial Statements Company or acquired after the date thereof any of its Subsidiaries (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real each such property, the a “Leased Real Property” and each lease, sublease or other agreement relating to such Leased Real Property, a “Lease”). (iii) Except as would not reasonably be expected to have, free individually or in the aggregate, a Material Adverse Effect: (A) each such Lease is a legal, valid and clear binding agreement of all Liens the Company or its Subsidiary, as the case may be, and, to the knowledge of any nature whatsoeverthe Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except for Permitted Encumbrances, and is in possession of as enforceability thereof may be limited by the properties purported to be leased thereunderBankruptcy Exceptions, and each such lease Lease is valid without in full force and effect and (B) neither the Company nor its applicable Subsidiary, nor to the knowledge of the Company, any other party thereto, is in breach or default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (under any Lease under which it is in writing) condemnation proceedings against the Real Propertyoccupancy.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to real property, marketable title to Schedule 3.11(a) correctly describes all the material properties and assets reflected leasehold interests in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due to be subleased pursuant to the Sublease Agreement to Novo Nordisk Delivery Technologies, Inc. and payableassigned to Novo Nordisk Delivery Technologies, (iii) easements, rights of way, and other similar encumbrances that do not materially affect Inc. pursuant to the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens 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 Assignment Agreements (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free which Aradigm leases, any title insurance policies and clear surveys with respect thereto in the possession of all Liens of any nature whatsoever, except for Permitted EncumbrancesAradigm, and is in possession any Liens thereon, specifying the name of the properties purported to be leased thereunderlessor, the lease term and basic annual rent. (b) Schedule 3.11(b) correctly describes all personal property included in the Transferred Assets, including machinery, equipment (including computer hardware, computer software and other computer parts and accessories), furniture, spare and replacement parts, and each such other tangible property, which Aradigm 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 is valid without default thereunder by the lessee term and basic annual rent. (c) Aradigm has good and marketable, indefeasible, fee simple title to, or, to Purchaser’s Knowledgein the case of the Real Property or leased personal property, has valid leasehold interests in, the lessorTransferred Assets and the Real Property. No Real Property or Transferred Asset is subject to any Lien, except: (i) Liens disclosed on the Aradigm 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 Aradigm Balance Sheet); or (iii) Liens which do not materially detract from the value of such Transferred Asset, or do not materially interfere with any present or intended use of such Transferred Asset or the Real Property (clauses (i) - (iii) of this Section 3.11(c) are, collectively, the “Permitted Liens”). (d) There are no developments affecting the Real Property or any of the Transferred Assets pending or, to Purchaser’s Knowledgethe knowledge of Aradigm threatened, threatened which might materially detract from the value or materially interfere with any present or intended use by Novo Nordisk Delivery Technologies, Inc. of such Real Property or Transferred Assets. (e) All leases of Real Property or personal property are in writinggood standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. (f) condemnation proceedings against To the knowledge of Aradigm, the plants, buildings and structures included in the Real Property and the Transferred Assets currently have access to (1) 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 (2) 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 Development Program as it has heretofore been conducted and as planned to be conducted by Novo Nordisk Delivery Technologies, Inc. None of the structures on the Real Property encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any Real Property. (g) To the knowledge of Aradigm, the Real Property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any applicable building, zoning, subdivision and other land use and similar laws, regulations and ordinances.

Properties. Either Purchaser (a) Company or one of its Subsidiaries (ai) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being real property owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) including, but not limited to, any automated teller machines (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iiiC) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities, and (ivD) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates reflected in either leased by Company or one of its Subsidiaries (the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (“Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real PropertyProperties”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Company or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole. There None of Company or any of its Subsidiaries is 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. Section 4.21 of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Properties as of the date of this Agreement. Section 4.21 of the Company Disclosure Schedule contains a complete and correct list as of the date of this Agreement of all Company Leased Properties and together with a list of all applicable leases and the name of the lessor (each, a “Lease”). (b) All buildings, structures, improvements and fixtures on each of the Company Real Properties and the equipment located thereon are adequate for the conduct of the business of Company and its Subsidiaries as presently conducted, ordinary wear and tear excepted, in all material respects. All tangible properties of Company or any of its Subsidiaries that are material to the business, financial condition, results of operations of Company and its Subsidiaries are in a good state of maintenance and repair, except for ordinary wear and tear, and are adequate for the conduct of the business of Company and its Subsidiaries as presently conducted in all material respects. (c) Each of the leases for the Company Leased Properties is valid and existing and in full force and effect, and no pending orparty thereto is in material default and no notice of a claim of material default by any party has been delivered to Company or any of its Subsidiaries, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a material default or excuse performance by any party thereto, provided that with respect to matters relating to any party other than Company or one of its Subsidiaries, the foregoing representation is based on the Knowledge of Company. (d) (i) As to Company and its Subsidiaries, none of the Company Real Properties has been condemned or otherwise taken by any Governmental Authority and, to Purchaser’s Knowledgethe Knowledge of Company, 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 and (in writingii) condemnation proceedings against none of the Real Propertypremises or properties of Company or any of its Subsidiaries is subject to any current interests of third parties or other restrictions or limitations that would materially impair or be materially inconsistent with the current use of such property by Company or such Subsidiary. (e) Since January 1, 2025, neither Company nor any of its Subsidiaries has applied for or received permission to open any additional branch or operate at any other location.

Properties. Either Purchaser or one of its Subsidiaries (a) The Corporation has good and, as to real property, and marketable title to to, or in the case of leased property valid leasehold interests in, all the material properties property and assets (whether real or personal, tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired after the date thereof (Balance Sheet Date, except for properties and assets sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice. None of such properties or assets is subject to any liens, mortgages, security interests or other encumbrances (herein "Liens") (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been takenestablished on the Balance Sheet); (iii) Liens disclosed in Schedule 2.07(a) or which will be discharged at the Closing; (iv) Liens which do not materially detract from the value of such property or assets as now used, or materially interfere with any present or intended use of such property or assets; or (v) Liens in favor of vendors and lessors incurred in the ordinary course of business. Clauses (i), (ii) Liens for real property Taxes not yet due and payable), (iii) easements(iv) and (v) are, rights collectively, referred to herein as "Permitted Liens". (b) To the knowledge of waySellers and except as reflected on the Interim Financial Statements, and other similar encumbrances that do not materially affect the use there are no developments affecting any of the such properties or assets subject thereto pending or affected thereby threatened which could materially detract from the value of such property or otherwise assets, materially impair business operations at interfere with any present or intended use of any such property or assets or materially adversely affect the marketability of such properties or assets. (c) All such leases of real and (iv) such imperfections or irregularities of title or Liens personal property with respect to which the Corporation is a lessee are as do not materially affect the use of the properties date hereof and will be on the Closing Date valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any material default or assets subject thereto any event which with notice or affected thereby lapse of time or otherwise materially impair business operations at such properties both would constitute a material default. (collectively, “Permitted Encumbrances”), d) Schedule 2.07(d) identifies all real and personal property used or held for use in connection with the Business as of the date hereof (bthe "Property") is and contains an accurate balance sheet showing the lessee adjusted tax basis of all leasehold estates of the Corporation's assets for United States income tax purposes at September 30, 1996. The plants, buildings, structures, tools, steel inventory and equipment reflected in either on the Financial Statements Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms since Balance Sheet Date through the date thereof) hereof have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (collectively with giving due account to the Owned Properties that constitute real propertyage and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of plants, buildings and other structures (including without limitation, the “Real Property”roofs thereof), free are structurally sound, except as set forth on Schedule 2.07(d). Such plants, buildings and clear structures currently have access to (1) 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 (2) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, as is necessary for the conduct of all Liens the Business. None of the material structures on the immovable or real property of the Corporation encroaches upon real property of another person, and no structure of any nature whatsoever, except for Permitted Encumbrances, and is in possession other person substantially encroaches upon any immovable or real property of the properties purported Corporation. All items of equipment listed on Schedule 2.07(d) are in the possession and control of the Corporation and will be in the Corporation's possession and control on the Closing Date and are in good operating condition and are adequately performing the tasks which they are designed to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyperform.

Properties. Either Purchaser (a) Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries (a) has good andSubsidiaries, as to real propertythe case may be: (i) holds good title to, marketable title to or an enforceable leasehold interest in, all of the material tangible properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Balance Sheet as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date thereof of the Balance Sheet in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (iA) statutory Liens securing payments for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are is being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (iiB) Liens for real property Taxes arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation (incurred in the ordinary course of business), (C) other statutory liens securing payments not yet due and payabledue, (iiiD) purchase money Liens and Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, rights of waycovenants, and other similar encumbrances restrictions or encumbrances, if any, that do would not reasonably be expected, individually or in the aggregate, to materially affect impact the continued use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as presently conducted and (ivF) such imperfections mortgages, or irregularities deeds of trust, security interests, or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected in the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Financial Statements (collectively, the “Permitted EncumbrancesLiens”), ; (ii) does not hold and has never held title to any real property; and (biii) (A) is the lessee of all leasehold estates estates, subleases, or occupancy agreements reflected in either the Financial Statements or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated, or otherwise disposed of in the ordinary course of business) (collectively collectively, with the Owned Properties that constitute respect to real property, the “Leased Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and ; (B) is in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Subsidiary of the Company, subject to the Bankruptcy and Equity Exception; and (C) has not received written notice of termination, cancellation, breach, or default under any such lease. (b) With respect to the Leased Real Property, except as would not have a Material Adverse Effect: (i) the Company has not received written notice of any existing, pending, or contemplated condemnation, inverse condemnation, expropriation, or other proceeding in eminent domain, or any other taking by public authority with or without default thereunder by payment or consideration therefor affecting the lessee or, to Purchaser’s Knowledge, the lessor. There Leased Real Property or any portion thereof or interest therein; and (ii) there are no pending orsubleases, licenses, occupancy agreements, consents, assignments, purchase agreements or other Contracts granting to Purchaser’s Knowledgeany Person (other than the Company or its Subsidiaries) the right to use or occupy the Leased Real Property, threatened and no other Person (other than the Company and its Subsidiaries) is in writing) condemnation proceedings against possession of the Leased Real Property.

Properties. Either Purchaser Except as does not have and would not reasonably be expected to have, individually or one in the aggregate, a Contango Material Adverse Effect, and with respect to clauses (a) and (b), except with respect to any of Contango’s Oil and Gas Properties: (a) Contango and its Subsidiaries have good, valid and defensible title to all real property owned by Contango or any of its Subsidiaries (acollectively, the “Contango Owned Real Property”) has good andand valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet other occupancy arrangements) by Contango or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one any of its Subsidiaries or acquired after (collectively, including the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (improvements thereon, the “Owned PropertiesContango Leased Real Property”), ) free and clear of all Liens Liens, except Permitted Liens, (b) each agreement under which Contango or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Contango Leased Real Property (each, a “Contango Real Property Lease”) is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and neither Contango nor any of its Subsidiaries, or to the knowledge of Contango, any other party thereto, has received written notice of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”)default under any Contango Real Property Lease, and (bc) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of there does not exist any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledgethe knowledge of Contango, threatened (in writing) condemnation proceedings against the or eminent domain Proceedings that affect any of Contango’s Oil and Gas Properties, Contango Owned Real Property or Contango Leased Real Property.

Properties. Either Purchaser Except as does not have and would not reasonably be expected to have, individually or one in the aggregate, a Mid-Con Material Adverse Effect, and with respect to clauses (a) and (b), except with respect to any of Mid-Con’s Oil and Gas Properties: (a) the Partnership and its Subsidiaries have good, valid and defensible title to all real property owned by the Partnership or any of its Subsidiaries (acollectively, the “Mid-Con Owned Real Property”) has good andand valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to real property, marketable title to all other occupancy arrangements) by the material properties and assets reflected in either the latest audited balance sheet Partnership or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one any of its Subsidiaries or acquired after (collectively, including the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (improvements thereon, the “Owned PropertiesMid-Con Leased Real Property”), ) free and clear of all Liens Liens, except Permitted Liens, (b) each agreement under which the Partnership or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Mid-Con Material Leased Real Property (each, a “Mid-Con Real Property Lease”)is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and neither the Partnership nor any of its Subsidiaries, or to the knowledge of the Partnership, any other party thereto, has received written notice of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”)default under any Mid-Con Real Property Lease, and (bc) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of there does not exist any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledgethe knowledge of the Partnership, threatened (in writing) condemnation proceedings against or eminent domain Proceedings that affect any of the Partnership’s Oil and Gas Properties, Mid-Con Owned Real Property or Mid-Con Leased Real Property.

Properties. Either Purchaser Except in any such case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (1) the Company or one of its Subsidiaries (a) Subsidiaries, as applicable, has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”)Real Property, free and clear of all Liens of any nature whatsoeverLiens, except other than (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (iiB) Liens for real property current Taxes and assessments not yet past due and payableor the amount or validity of which is being contested in good faith by appropriate proceedings, (iiiC) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (D) easements, rights of wayway and 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 its Subsidiaries as currently conducted (“Permitted Liens”) and (2) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. With respect to the real property leased or subleased to the Company or its Subsidiaries, the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and other similar encumbrances that do not materially affect neither the use Company nor any of its Subsidiaries is in breach of or default under such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the properties Company or assets subject thereto its Subsidiaries or affected thereby permit termination, modification or otherwise acceleration by any third party thereunder, or prevent, materially delay or materially impair business operations the consummation of the transactions contemplated by this Agreement except in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Section 3.19 of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of all Owned Real Property (together with all land, buildings, structures, fixtures and improvements located thereon) and leased premises, as well as (x) a description of the principal functions conducted as of the date hereof at such properties each parcel of Owned Real Property or leased premise and (ivy) a correct street address and such imperfections or irregularities other information as is reasonably necessary to identify each parcel of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (ai) has good andgood, as to real propertytransferable, insurable (or similar) and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Company SEC Documents as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that 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 (ivC) such imperfections mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Company (such properties liens, imperfections and irregularities in clauses (collectivelyA), (B) and (C), “Company Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Company SEC Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaserthe Company’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has The Company and its subsidiaries have good and, as to real property, and marketable title to all the material properties property, assets, and assets rights reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired by the Company and its subsidiaries after the date thereof of the Balance Sheet (except properties for inventory and obsolete equipment sold or otherwise disposed of since in the date thereof ordinary course of business) or otherwise purported to be owned by them, and have a valid leasehold interest in or other right to use all other property, assets, and rights used in their businesses, free and clear of all Encumbrances of any kind or character other than: (i) liens for Taxes not yet due and payable; (ii) mechanic’s, warehousemen’s, materialmen’s, landlord’s, or similar liens securing obligations incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which that are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, ; (iii) Encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar encumbrances 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 not, individually or in the aggregate, materially affect detract from the use value of the properties or assets subject thereto or affected thereby or otherwise materially impair present business operations at such properties and properties; and (iv) such imperfections existing Encumbrances disclosed in the Balance Sheet (or irregularities of title or Liens as do not materially affect in the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”notes thereto), and . (b) is Section 3.8(b) of the lessee Disclosure Schedule sets forth a complete list of all leasehold estates reflected real property and interests in either real property owned in fee by the Financial Statements Company or acquired after the date thereof any of its subsidiaries (except for leases that have expired by their terms since the date thereof) (collectively with the individually, an “Owned Properties that constitute real propertyReal Property” and collectively, the “Owned Real Properties”). With respect to each parcel of Owned Real Property”): (i) Except for noncompliance that would not reasonably be expected to have a Material Adverse Effect, free the use and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession occupancy of the properties purported Owned Real Properties are in compliance with all Applicable Laws and all applicable insurance requirements. (ii) There are no leases, subleases or occupancy agreements in effect with respect to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessorOwned Real Properties. There are no pending or, to Purchaser’s Knowledgethe knowledge of the Company, threatened or contemplated actions or proceedings regarding condemnation or other eminent domain actions or proceedings affecting the Owned Real Properties or any part thereof or of any sale or other disposition of the Owned Real Properties or any part thereof in lieu of condemnation. (c) Section 3.8(c) of the Disclosure Schedule sets forth a complete list of all real property and interests in writingreal property leased or occupied by the Company or any of its subsidiaries, or which the Company or any of its subsidiaries has the right to occupy, now or in the future (each, a “Real Property Lease,” and the real properties specified in such leases being referred to as the “Leased Real Property”). With respect to each parcel of Leased Real Property: (i) condemnation proceedings against Each Real Property Lease is legal, valid, and binding and in full force and effect (subject to the Enforcement Limitations), and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in material default under or in respect of any Real Property Lease. (ii) None of the Company, any of its subsidiaries, nor any other party to any Real Property Lease is in breach or default under such Real Property Lease, except for (A) such defaults and events as to which requisite waivers or consents have been obtained, and (B) breaches or defaults that would not reasonably be expected to have a Material Adverse Effect. (iii) No Real Property Lease requires the consent of any landlord as a result of the transactions contemplated by this Agreement, except where the failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect. (iv) The Company has made available to Parent correct and complete copies of each Real Property Lease. (d) All of the land, buildings, structures, and other improvements used by the Company or any of its subsidiaries in the conduct of their respective businesses are included in the Owned Real Property and the Leased Real Property. (e) Neither the Company nor any of its subsidiaries is a party to any development, incentive, or other agreement with any Governmental Authority that limits in any material respect the right of the Company or any of its subsidiaries to protest property-related Taxes, establishes minimum property-related Taxes, or requires continued business operation at any particular location.

Properties. Either Purchaser Momentive or one of its Subsidiaries (ai) has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Momentive SEC Documents as being owned by either Purchaser Momentive or one of its Subsidiaries or acquired after the date thereof that are material to Momentive’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iii) easements, rights liens on assets of way, and other similar encumbrances that do not materially affect Subsidiaries of Momentive incurred in the use ordinary course of the properties or assets subject thereto or affected thereby or otherwise materially impair their business operations at such properties and (ivC) such imperfections or irregularities of title title, claims, liens, charges, security interests or Liens 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 (collectively, “Permitted Encumbrances”)properties, and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Momentive SEC Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserMomentive’s Knowledgeknowledge, the lessor. There are no pending or, except in the case of clauses (i) and (ii) above as would not reasonably be expected to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave a material adverse effect on Momentive.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Company Party (i) has good and, as to real property, marketable and valid title to all the material properties and assets reflected real property owned in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned fee by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) such Company Party (the “Company Material Owned PropertiesReal Property”), (ii) holds valid rights to lease all material real property and interests in real property leased or subleased by such Company Party as lessee or sublessee (the “Company Material Leased Real Property”) and (iii) has valid title to the material real property easements owned by such Company Party (the “Company Material Easement Real Property” and together with the Company Material Owned Real Property and the Company Material Leased Real Property, the “Company Material Real Property”), in each case free and clear of all Liens liens, encumbrances, pledges, hypothecations, charges, mortgages, security interests, options, rights of first offer or last offer, preemptive rights, or other restrictions of similar nature (including any restriction on the transfer of any nature whatsoeversecurity or other asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), claims and defects, and imperfections of title (“Liens”) (except in all cases for (iA) Liens permissible under any applicable lines of credit or other credit facilities or arrangements, loan agreements and indentures in effect on the date of this Agreement (or any replacement or additional facilities thereto permitted pursuant to this Agreement), (B) statutory Liens liens securing payments not yet due due, (C) with respect to real property (1) zoning, building codes and other state and federal land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are being contested in good faith for which adequate reserves have been takenimposed by any Governmental Entity having jurisdiction over such real property, (ii2) Liens for real property Taxes not yet due such imperfections or irregularities of title, Liens, easements, covenants and payable, other restrictions or encumbrances (iii) including easements, rights of way, and options, reservations or other similar encumbrances matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection), as do not materially and adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (D) Liens for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established in accordance with GAAP, (ivE) such imperfections pledges or irregularities deposits made in the ordinary course of title business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or Liens as do similar legislation or to secure public or statutory obligations, (F) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business relating to obligations which are not materially affect the use of the properties overdue or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)that are being contested in good faith, and (bG) is mortgages, or deeds of trust, security interests or other encumbrances on title related to (x) indebtedness reflected on the lessee of all leasehold estates reflected most recent balance sheet included in either the Financial Statements Company SEC Reports filed prior to the date hereof or acquired (y) indebtedness incurred after the date thereof hereof, in compliance with Section 5.1(c)(x)) (except items in clauses (A) through (G) are referred to herein as “Permitted Liens”). This Section 3.14 does not relate to Intellectual Property, which is addressed in Section 3.16. (b) Neither the Company nor any of its subsidiaries is obligated under, or a party to, any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of any Company Material Real Property (or any portion thereof) that, if such sale, assignment or disposition is consummated, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) Except in any such case as is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect on the Company, (i) each easement or subeasement for leases Material Easement Real Property (each, an “Easement”) is in full force and effect and is the valid and binding obligation of the Company or its applicable subsidiary, as applicable, enforceable against the Company or its applicable subsidiary, as applicable, in accordance with its terms, and to the knowledge of the Company, the other party or parties thereto, subject to the effects of the Bankruptcy and Equity Exception, (ii) no written notices of default under any Easement have been received by the Company or its subsidiaries that have expired not been resolved and (iii) to the knowledge of the Company, no event has occurred which, with notice, lapse of time or both, would constitute a breach or default under any Easement by their terms since the Company or its subsidiaries. (d) With respect to the Company Material Real Property, neither the Company nor any of its subsidiaries has received any written notice of, nor to the knowledge of the Company, does there exist as of the date thereofof this Agreement, any pending, threatened or contemplated condemnation (other than condemnations in connection with municipal road improvement projects, state highway improvement projects or other public transportation projects) (collectively with or similar proceedings, or any sale or other disposition of any Company Material Real Property or any part thereof in lieu of condemnation that, individually or in the Owned Properties that constitute real propertyaggregate, has had and would reasonably be expected to have a Material Adverse Effect on the Company. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the “Real Property”)Company and its subsidiaries have lawful rights of use to all land and other real property rights, free and clear of all Liens of any nature whatsoeversubject to Permitted Liens, except for Permitted Encumbrances, and is in possession of the properties purported necessary to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyconduct their business as presently conducted.

Properties. Either Purchaser Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, Company or one of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has Parent or a Parent Subsidiary owns good and, and valid fee simple title or leasehold title (as applicable) to each of the real property, marketable title to all properties reflected as an asset on the material properties and assets reflected in either the latest audited most recent balance sheet or latest interim balance sheet of Parent included in the Financial Statements as Parent SEC Filings in which Parent holds an equity interest of more than twenty percent (20%) (each a “Parent Property” and collectively the “Parent Properties”), in each case, free and clear of Liens, except for Parent Permitted Liens, none of which have had and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” shall mean any (i) Liens relating to any Indebtedness set forth on Section 5.16(a) of the Parent Disclosure Letter, (ii) statutory or other Liens for Taxes or assessments which are not yet due and delinquent or the validity of which is being owned contested in good faith by either Purchaser appropriate proceedings and for which adequate reserves are being maintained, (iii) Parent Leases or one ground leases or air rights affecting any Parent Property that are set forth in Section 5.16(a) of its Subsidiaries the Parent Disclosure Letter, (iv) Liens imposed or acquired after promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on existing title policies and, with respect to leasehold interests, Liens on the date thereof underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (except properties sold or otherwise disposed of since the date thereof vi) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are related to obligations not yet due and payable or the validity of which are is being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of wayby appropriate proceedings, and (vii) any other similar encumbrances Liens, limitations, restrictions or title defects that do not materially affect impair the use value of the properties Parent Property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties the continued use and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use operation of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), Parent Property as currently used and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyoperated.

Properties. Either Purchaser The Company or one of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold estates reflected in either leased or subleased by the Financial Statements Company or acquired after one of its Subsidiaries (the date thereof (except for leases that have expired by their terms since the date thereof) (“Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or subleassee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. None of the Company or any of its Subsidiaries owns, and 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. Section 3.21(a) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Properties. Section 3.21(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Leased Properties and together with a list of all applicable leases or subleases and the name of the lessor or sublessor (each, a “Lease”). (a) All buildings, structures, improvements and fixtures on the Company Real Property and the equipment located thereon are in good operating condition and repair, ordinary wear and tear excepted, and conform to all applicable Laws. (b) The buildings, driveways and all other structures and improvements upon the Company Owned Properties are all within the boundary lines of such property or have the benefit of valid easements and there are no encroachments thereon that would affect the use thereof. There are no pending oroutstanding requirements or recommendations by any insurance company that has issued a policy covering the Company Owned Properties, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (c) Each of the leases for the Company Leased Property is valid and existing and in full force and effect, and no party thereto is in default and no notice of a claim of default by any party has been delivered to the Company or any of its Subsidiaries, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a default or excuse performance by any party thereto, provided that with respect to matters relating to any party other than the Company or one of its Subsidiaries, the foregoing representation is based on the Knowledge of the Company. (d) As to the Company and its Subsidiaries, none of the Company Real Property has been condemned or otherwise taken by any Governmental Entity and, to Purchaser’s Knowledgethe Knowledge of the Company, 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. None of the premises or properties of the Company or any of its Subsidiaries is subject to any current interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such property by the Company or such Subsidiary. (e) The Company has delivered to Parent true, accurate and complete copies of each of the following to the extent in writing) condemnation proceedings against the possession or control of the Company or its Subsidiaries and in any way related to any of the Company Real Property: (i) title commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and zoning letters, and (v) licenses and permits.

Properties. Either Purchaser Except as would not reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect on ▇▇▇▇▇▇, ▇▇▇▇▇▇ or one of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties and material assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements ▇▇▇▇▇▇ SEC Reports as being owned by either Purchaser ▇▇▇▇▇▇ or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “▇▇▇▇▇▇ Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all material leasehold estates reflected in either the Financial Statements latest audited financial statements included in such ▇▇▇▇▇▇ SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “▇▇▇▇▇▇ Leased Properties” and, collectively with the Owned Properties that constitute real propertyProperties, the “▇▇▇▇▇▇ Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the material properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe knowledge of ▇▇▇▇▇▇, the lessor. There are no pending or, to Purchaser’s Knowledgethe knowledge of ▇▇▇▇▇▇, threatened (in writing) condemnation proceedings against the ▇▇▇▇▇▇ Real Property, which would not reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect on ▇▇▇▇▇▇.

Properties. Either Purchaser Company or one of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Company Real Property. (a) All buildings, structures, improvements and fixtures on the Company Real Property and the equipment located thereon are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and conform in all material respects to all applicable laws, ordinances and regulations. (b) The buildings, driveways and all other structures and improvements upon the Company Owned Properties are all within the boundary lines of such property or have the benefit of valid easements and there are no encroachments thereon that would materially affect the use thereof. There are no outstanding requirements or recommendations by any insurance company that has issued a policy covering the Company Owned Properties, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (c) Except as Previously Disclosed, none of the Company Leased Properties is subject to any sublease, license or other agreement granting to any person or entity other than a Subsidiary of Company any right to the use, occupancy or enjoyment of such property or any portion thereof. (d) Company has delivered to Purchaser true, accurate and complete copies of each of the following to the extent in the possession or control of Company or its Subsidiaries and in any way related to any of the Company Real Property: (i) title commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and zoning letters, and (v) licenses and permits (collectively, the “Company Real Property Documents”).

Properties. Either Purchaser or one (i) Each of Seller and its Subsidiaries (a) has owns good and, as to real property, and marketable title to all of the material properties real property and assets all of the personal property, fixtures, furniture and equipment owned by it as reflected in either the latest audited balance sheet or latest interim balance sheet included Latest Seller Balance Sheet (other than real property reflected in the Financial Statements Latest Seller Balance Sheet as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”OREO), free and clear of all Liens of any nature whatsoeverliens and encumbrances, except for (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takenmortgages on real property as Previously Disclosed, (iiB) Liens encumbrances which do not materially affect the value of, or interfere with the past or future use or ability to convey, the property subject thereto or affected thereby, (C) liens for real property Taxes current taxes and special assessments not yet due and payable, (D) leasehold estates with respect to multi-tenant buildings owned by it, (E) mechanic's, materialman's and other liens imposed by operation of law, and (F) property disposed of since the date of the Latest Seller Balance Sheet in the ordinary course of business; PROVIDED, HOWEVER, that no disposal of any fee interest in real property housing Seller branches, loan offices or offices engaged in Seller operations shall be considered to be in the ordinary course of business. (ii) Seller has previously made available to Acquirer complete and accurate copies of abstracts of each of the leases, setting forth the fundamental terms of each of such leases, of Seller or any of its Subsidiaries, including all amendments and modifications thereto (such leases, as amended and modified, the "Leases"). As of the date of this Agreement, the Leases are in full force and effect, and Seller or such Subsidiary, as applicable, has valid and existing leasehold interests under the Leases for the terms set forth therein. With respect to the Leases, none of Seller or its Subsidiaries is in default, and, to Seller's knowledge, none of the other parties to any of the Leases is in default, and, to Seller's knowledge, no circumstances (not in the control of Seller) exist which could result in such a default under any of such Leases. (iii) easements, rights The rent rolls previously made available to Acquirer are true and correct in all material respects and describe all occupancies and the material terms of way, and other similar encumbrances that do not materially affect the use each occupancy as of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and dates thereof. (iv) such imperfections or irregularities of title or Liens as do not materially affect the use All of the properties or assets subject thereto or affected thereby or otherwise materially impair buildings, fixtures, furniture and equipment necessary for the conduct of the business operations at such properties (collectivelyof Seller and its Subsidiaries are in good condition and repair, “Permitted Encumbrances”)ordinary wear and tear excepted, and (b) is are usable in the lessee ordinary course of business. Each of Seller and its Subsidiaries owns, or leases under valid leases, all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real buildings, fixtures, furniture, personal property, land improvements and equipment necessary for the “Real Property”), free and clear conduct of all Liens of any nature whatsoever, except for Permitted Encumbrances, and its business as it is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertypresently being conducted.

Properties. Either Purchaser (a) Section 3.9 of the Company Disclosure Schedules lists or one describes all interests in real property owned by the Company and each of its Subsidiaries, including OREO, as of the date of this Agreement and the principal buildings and structures located thereon, together with the address of such real estate, and each lease of real property to which it is a party, identifying the parties thereto, the annual rental payable, the expiration date thereof and a brief description of the property covered, 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 (a) has good and, as to real property, and marketable title to all the material properties assets and assets reflected in either the latest audited balance sheet properties, whether real or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser personal, tangible or one of its Subsidiaries intangible, that it purports to own, subject to no liens, mortgages, security interests, encumbrances or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens charges of any nature whatsoever, except kind except: (i) as noted in the most recent Company Financial Statements; (ii) statutory Liens securing payments liens for Taxes not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate appropriate reserves have been taken, (ii) Liens for real property Taxes not yet due established and payable, 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 or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that 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 properties; and (ivv) such imperfections or minor defects and irregularities of in title or Liens as and encumbrances that do not materially affect impair the use of thereof for the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties purposes for which they are held (collectively, the “Company Permitted EncumbrancesExceptions”). The Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and (b) is the lessee of control any and all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be respective property leased thereunderby it, and each such lease is valid and without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There are no pending orAll 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, to Purchaser’s Knowledgeand do not encroach upon the property of, threatened (in writing) condemnation proceedings against or otherwise conflict with the Real Propertyproperty rights of, any other Person.

Properties. Either Purchaser (a) Section 3.9(a) of the Company Disclosure Schedules lists or one describes all interests in real property owned by the Company and each of its Subsidiaries, including OREO, as of the date of this Agreement, together with the address of such real estate, and each lease of 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 (a) has good and, as to real property, and marketable title to all the material properties assets and assets reflected in either the latest audited balance sheet properties, whether real or latest interim balance sheet included 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 as being owned by either Purchaser or one incurred in the Ordinary Course of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of Business since the date thereof in of the ordinary course of business consistent with past practice) most recent Company Financial Statements; (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (iii) statutory Liens securing payments liens for Taxes not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate appropriate reserves have been taken, (ii) Liens for real property Taxes not yet due established and payable, 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; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties properties; (v) minor defects and (iv) such imperfections or irregularities of in title or Liens as and encumbrances that do not materially affect impair the use thereof for the purposes for which they are held as of the properties date of this Agreement; (vi) liens or assets subject thereto deposits in connection with worker’s compensation, unemployment insurance, social security or affected thereby 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 otherwise the Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with the Company or any of the Company’s Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on property required by Regulation W promulgated by the Federal Reserve; and (x) liens incidental to the conduct of business or ownership of property of the Company or any of its Subsidiaries which do not in the aggregate materially detract from the value of the property or materially impair business operations at such properties the use thereof as of the date of this Agreement (collectively, the “Company Permitted EncumbrancesExceptions”). The Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and (b) is the lessee of control any and all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be respective property leased thereunderby it, and each such lease is valid and without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There are no pending orTo the Knowledge of the Company and excluding OREO, to Purchaser’s Knowledgeall 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, threatened (in writing) condemnation proceedings against and do not encroach upon the Real Propertyproperty of, or otherwise conflict with the property rights of, any other Person.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on ev3, ev3 or one of its Subsidiaries (ai) has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the ev3 Financial Statements as being owned by either Purchaser ev3 or one of its Subsidiaries or acquired after the date thereof which are material to ev3’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (iA) statutory Liens liens securing payments not yet due or liens which are being properly contested by ev3 or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves have been takenrelated thereto are maintained on the ev3 Financial Statements, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (ivB) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (collectivelyC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the ev3 Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the ev3 SEC Documents), and (D) rights granted to any non-exclusive licensee of any ev3 Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “ev3 Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the ev3 Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaserev3’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Except as does not have and would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect on the Company, the Company or a subsidiary of its Subsidiaries (a) the Company owns and has good andand valid title to, as or holds valid rights to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold lease or otherwise disposed use, all items of since real and personal property that are necessary to permit it to conduct the date thereof business of the Company and its subsidiaries taken as a whole as currently conducted, in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all liens, encumbrances, pledges, hypothecations, charges, mortgages, security interests, options, rights of first offer or last offer, preemptive rights, claims and defects, and imperfections of title ("Liens") (except in all cases for (A) Liens of permissible under any nature whatsoeverapplicable loan agreements and indentures, except (iB) statutory Liens liens securing payments not yet due due, (C) with respect to real property (1) zoning, building codes and other state and federal land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are being contested in good faith for which adequate reserves have been takenimposed by any Governmental Entity having jurisdiction over such real property, (ii2) Liens for real property Taxes not yet due such imperfections or irregularities of title, Liens, easements, covenants and payable, other restrictions or encumbrances (iii) including easements, rights of way, and options, reservations or other similar encumbrances matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection), as do not materially and adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (D) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (ivE) such imperfections pledges or irregularities deposits made in the ordinary course of title business to secure obligations under workers' compensation, unemployment insurance, social security, retirement and similar Laws or Liens as do similar legislation or to secure public or statutory obligations, (F) mechanics', carriers', workmen's, repairmen's or other like encumbrances arising or incurred in the ordinary course of business relating to obligations which are not materially affect the use of the properties overdue or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)that are being contested in good faith, and (bG) is the lessee mortgages, or deeds of all leasehold estates reflected in either the Financial Statements trust, security interests or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.other encumbrances on title related to

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent, and except as set forth in Section 3.1(n) of the Parent Disclosure Schedule, Parent or one of its Subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Parent Financial Statements as being owned by either Purchaser Parent or one of its Subsidiaries or acquired after the date thereof which are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or liens which are being properly contested by Parent or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves have been takenrelated thereto are maintained on the Parent Financial Statements, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (ivB) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (collectivelyC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the Parent Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the Parent SEC Documents), and (D) rights granted to any non-exclusive licensee of any Parent Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C), and (D) “Parent Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the Parent Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserParent’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) With respect to the real property owned by Standard Pacific or any Subsidiary (such property collectively, the “Standard Pacific Owned Real Property”), except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect, (i) either Standard Pacific or a Subsidiary of Standard Pacific has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “such Standard Pacific Owned Properties”)Real Property, free and clear of all Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of any nature whatsoever, except (i) statutory Liens securing payments payment not yet due due, or which are being contested in good faith and for which adequate accruals or reserves have been takenestablished, (iiB) Liens for real property Taxes not yet due and payablewhich is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the ordinary course of business, (iiiC) which is disclosed on the most recent consolidated balance sheet of Standard Pacific or notes thereto included in the Standard Pacific SEC Documents filed prior to the date hereof or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of such recent consolidated balance sheet of Standard Pacific or (E) which would not reasonably be expected to materially impair the continued use of a Standard Pacific Owned Real Property or a Standard Pacific Leased Real Property as currently operated (each of the foregoing, a “Standard Pacific Permitted Lien”) (and conditions, covenants, encroachments, easements, rights of way, restrictions and other similar encumbrances that do not materially adversely affect the use of the properties Standard Pacific Owned Real Property by Standard Pacific for residential home building), (ii) there are no reversion rights, outstanding options or assets subject thereto rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Standard Pacific Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by Standard Pacific for residential home building of the Standard Pacific Owned Real Property affected thereby or otherwise materially impair business operations at such properties and (iviii) neither Standard Pacific nor its Subsidiaries have collaterally assigned or granted a security interest in the Standard Pacific Owned Real Property except for the Standard Pacific Permitted Liens. Neither Standard Pacific nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Standard Pacific there is no pending or threatened condemnation or eminent domain proceeding with respect to any Standard Pacific Owned Real Property, except proceedings which are not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect. (b) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect, (i) each material lease, sublease, license, easement and other agreement under which Standard Pacific or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Standard Pacific and its Subsidiaries are conducted (the “Standard Pacific Leased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of Standard Pacific or, if applicable, its Subsidiary or, to the knowledge of Standard Pacific, the landlord or other parties to such imperfections lease or irregularities other agreement thereunder exists with respect to any Standard Pacific Leased Real Property. Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect, Standard Pacific and each of title its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Standard Pacific Leased Real Property, free and clear of all Liens, except for Standard Pacific Permitted Liens as (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the properties Standard Pacific Leased Real Property by Standard Pacific for residential home building). Except as is not having or assets subject thereto would not reasonably be expected to have, individually or affected thereby in the aggregate, a Standard Pacific Material Adverse Effect, neither Standard Pacific nor any of its Subsidiaries has (x) received notice of any pending, and, to the knowledge of Standard Pacific, there is no threatened, condemnation proceeding with respect to any Standard Pacific Leased Real Property, (y) collaterally assigned or otherwise materially impair business operations at granted a security interest in the Standard Pacific Leased Real Property except for Standard Pacific Permitted Liens, or (z) received any written notice of any default under lease or other agreement for a Standard Pacific Leased Real Property and, to the knowledge of Standard Pacific, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by Standard Pacific or any of its Subsidiaries, as applicable, under any such properties leases and agreements. (collectivelyc) Except as is not having or would not reasonably be expected to have, “Permitted Encumbrances”)individually or in the aggregate, a Standard Pacific Material Adverse Effect, no judgment, injunction, order, decree, statute, ordinance, rule, regulation, moratorium, or other action by or before a Governmental Entity exists or is pending or threatened that restricts the development or sale of Standard Pacific Owned Real Property currently under development or all or a portion of which is being held for sale by Standard Pacific or any of its Subsidiaries. (d) No developer-related charges or assessments imposed by any Governmental Entity (or any other person) for public improvements (or otherwise) against any Standard Pacific Owned Real Property held for development, are unpaid (other than those reflected on the most recent financial statements of Standard Pacific, and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms those incurred since the date thereofof such financial statements of Standard Pacific to the extent in the ordinary course of Standard Pacific’s business and consistent with past practices), except for such charges and assessments as, in the aggregate, are not having or would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect. (e) (collectively with Standard Pacific or one of its Subsidiaries has good and valid title to, or in the Owned Properties that constitute real propertycase of leased tangible assets, the “Real Property”)a valid leasehold interest in, all of its material tangible assets, free and clear of all Liens other than Standard Pacific Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Standard Pacific Material Adverse Effect on Standard Pacific, the tangible personal property currently used in the operation of any nature whatsoever, except for Permitted Encumbrances, the business of Standard Pacific and its Subsidiaries is in possession good working order (reasonable wear and tear excepted). This Section 4.18 does not relate to intellectual property, which is the subject of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertySection 4.19.

Properties. Either Purchaser To the Knowledge of Seller: (i) Except as listed in Section 2.1(k)(i) of the Seller Disclosure Letter, Seller or one of its Subsidiaries (a) has a Seller Subsidiary owns good and, as to real property, and marketable fee simple or leasehold title to each of the real properties (including any and all improvements located on such properties) as identified in Section 2.1(k)(i) of the material Seller Disclosure Letter (each, a "Portfolio Property" and collectively, the "Portfolio Properties"), which are all of the real estate properties of the Portfolio owned or leased by Seller and assets reflected the Seller Subsidiaries, free and clear of 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 (including zoning regulations and building codes), or reservations of an interest in either title (collectively, "Seller Property Restrictions") except for (1) debt and other matters identified on Section 2.1(k)(i) of the latest audited balance sheet or latest interim balance sheet included Seller Disclosure Letter, (2) inchoate Liens imposed for construction work in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold progress or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments for amounts not yet due delinquent or which are being contested in good faith for by appropriate proceedings and, in each case, with respect to which adequate reserves have been takenor other appropriate provisions are being maintained by Seller or a Seller Subsidiary, (ii3) mechanics', workmen's and repairmen's Liens (other than inchoate Liens for real property Taxes not yet due and payablework in progress) which have heretofore been bonded or insured, (iii4) easementsSeller 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(k)(i)(B) of the Seller Disclosure Letter, rights of way, (5) leases to residents and other customary third parties disclosed in the Rent Roll (as defined below) or which are typical for similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”)properties, and (b6) is real estate Taxes and special assessments that are not yet delinquent or that are being contested in good faith by appropriate proceedings and, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained by Seller or a Seller Subsidiary (each, a "Permitted Lien"). To the lessee Knowledge of all leasehold estates reflected Seller and the Seller Subsidiaries, (A) none of the matters described in either clauses (2), (3) and (5) in the Financial Statements immediately preceding sentence (including matters disclosed on any existing title policies identified in Section 2.1(k)(i)(A) of the Seller Disclosure Letter) has or acquired after would reasonably be expected to have, individually or in the aggregate, a Portfolio Material Adverse Effect; (B) except as listed in Section 2.1(k)(i)(B) of the Seller Disclosure Letter or as would not reasonably be expected to have a Portfolio Material Adverse Effect, neither Seller nor any Seller Subsidiary has received written notice to the effect that there are (or, with respect to any Hometown Portfolio Properties as of the date thereof hereof, otherwise has knowledge that with respect thereto there are) any (except for leases 1) condemnation or rezoning or proceedings or any utility service moratoriums or other moratoriums that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s the Knowledge of Seller and the Seller Subsidiaries, threatened with respect to any material portion of any of the Portfolio Properties or (2) zoning, building or similar 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 Portfolio Properties or by the continued maintenance, operation or use of the parking areas; and (C) except as listed in Section 2.1(k)(i)(C) of the Seller Disclosure Letter or as would not reasonably be expected to have a Portfolio Material Adverse Effect, neither Seller nor any Seller Subsidiary has received written notice that it is currently in default or violation of any Seller Property Restrictions applicable to any of the Portfolio Properties. (ii) Section 2.1(k)(ii) of the Seller Disclosure Letter sets forth the rent roll for each of the Portfolio Properties (the "Rent Roll") as of the date therein. Except as disclosed in Section 2.1(k)(ii) of the Seller Disclosure Letter, the information set forth in the Rent Roll is true, correct and complete in all material respects as of the date thereof. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Portfolio Material Adverse Effect, 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 Sale. (iv) Section 2.1(k)(iv) of the Seller Disclosure Letter contains a list of any unfunded capital improvements being conducted by Seller or any Seller Subsidiary in excess of $100,000 at any one Portfolio Property. (v) Except as set forth in Section 2.1(k)(v) of the Seller Disclosure Letter or as would not reasonably be expected to have a Portfolio Material Adverse Effect, the water serving each Portfolio Property is potable water furnished by the local municipality in which each such Portfolio Property is located; provided, however, that if the water system is privately owned or operated, (with respect to any such system serving such Portfolio Property that is a Hometown Portfolio Property as of the date hereof, it has been operated in accordance with applicable state and federal law) and neither Seller nor any Seller Subsidiary has received any uncured written notice that there is a requirement that it be connected to the municipal, county or other public system serving such Portfolio Property. (vi) Except as set forth in Section 2.1(k)(vi) of the Seller Disclosure Letter or as would not reasonably be expected to have a Portfolio Material Adverse Effect, the sanitary sewer (waste removal) system for each Portfolio Property is operated by the municipality in which each such Property is located, and neither Seller nor any Seller Subsidiary has received an uncured written notice that such 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 (i) with respect to any such system for each Portfolio Property that is a Hometown Portfolio Property as of the date hereof, such system has been licensed, maintained, operated and tested in accordance with applicable state and federal law, and has, in the two (2) year period prior to the Closing, passed all tests with respect to water quality, and (ii) neither Seller nor any Seller 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 Portfolio Property. (vii) Except as disclosed in Section 2.1(k)(vii) of the Seller Disclosure Letter, a reputable title insurance company has issued policies of title insurance insuring the fee simple or leasehold, as applicable, title of Seller and the Seller Subsidiaries with respect to all of the Portfolio Properties in amounts at least equal to the original cost thereof, and, to Seller's Knowledge, threatened such policies are valid and in full force and effect and no claim has been made under any such policy. (viii) Except as disclosed in writingSection 2.1(k)(viii) condemnation proceedings against of the Real PropertySeller Disclosure Letter, or except as would not reasonably be expected to have a Portfolio Material Adverse Effect, to the Knowledge of Seller and the Seller Subsidiaries, no portion of any Portfolio Property lies in any flood plain or includes any wetlands or vegetation or species protected by any applicable laws. (ix) Except as set forth in Section 2.1(k)(ix) of the Seller Disclosure Letter, the gas and electrical system servicing each Portfolio Property that is a Hometown Portfolio Property as of the date hereof is owned and operated by a third party provider; provided, however, that if any such gas or electrical system is privately owned or operated, such system has been constructed, licensed, maintained, operated and tested in accordance with applicable state and federal law. (x) To the extent in Seller's possession as of the date hereof, Seller has delivered with respect to the properties listed on Exhibit D hereto the information specified on Exhibit D hereto.

Properties. Either Purchaser (a) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (a) subsidiaries has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of the Company and its Subsidiaries subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”)thereof, free and clear of all Liens of any nature whatsoeverexcept Permitted Encumbrances. “Permitted Encumbrances” means (a) mechanics’, except (i) materialmen’s, carrier’s, repairer’s and other statutory Liens securing payments arising or incurred in the ordinary course of business and that are not yet due delinquent or which are being contested in good faith for which adequate reserves have been taken, faith; (iib) Liens for real property Taxes Taxes, assessments or other governmental charges not yet due and payable; (c) defects or imperfections of title in the nature of easements, (iii) easementscovenants, conditions, encumbrances, restrictions, rights of wayway and similar matters affecting title, and other similar encumbrances matters disclosed on Section 2.14 of the Company Disclosure Schedule, that do not not, individually or in the aggregate, materially affect detract from the value of any property subject to Leases (“Leased Property”) or Leases to which they relate or materially interfere with the current use or occupancy of such Leased Property or the business of the Company and its subsidiaries conducted thereon; and (d) zoning, building codes and other land use laws regulating the use or occupancy of Leased Property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such Leased Property which are not violated by the current use or occupancy of such Leased Property or the operation of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), Company and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyits subsidiaries conducted thereon.

Properties. Either Purchaser or one of its Subsidiaries (a) has The Acquired Companies have good andand marketable, as to real propertyindefeasible, marketable fee simple title to to, or in the case of leased property and assets, have valid leasehold interests in, all the material properties personal property and assets (whether tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries 2019 Balance Sheet or acquired after the date thereof (Balance Sheet Date, except for properties and assets sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”)practices. None of such property or assets is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on 2019 Balance Sheet; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, established on 2019 Balance Sheet); (iii) easementsmechanics’, rights landlords’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of way, and other similar encumbrances that business; or (iv) Liens which do not materially affect detract from the value or materially interfere with any present use of the properties such property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (clauses “(i)” through “(iv)” of this Section 3.13(a) such imperfections or irregularities of title or Liens 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 (are, collectively, the “Permitted EncumbrancesLiens”), and . (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no developments affecting any such property or assets pending or, to Purchaser’s Knowledgethe Knowledge of Seller threatened, threatened which would reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets. All leases of such personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. (c) The equipment owned by each Acquired Company has no material defects, is in writinggood operating condition and repair and has 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). (d) condemnation proceedings against The property and assets owned or leased by the Real PropertyAcquired Companies, or which they otherwise have the right to use, constitute all of the property and assets used or held for use by Seller and the Acquired Companies in connection with the Business and are adequate to conduct the Business as currently conducted.

Properties. Either Purchaser (a) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries (a) the Company Subsidiaries, as applicable, has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Company SEC Reports as being owned by either Purchaser the Company or one of its the Company Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens liens except Permitted Company Encumbrances. “Permitted Company Encumbrances” means (a) mechanics’, materialmen’s, carrier’s, repairer’s and other statutory liens arising or incurred in the ordinary course of any nature whatsoever, except (i) statutory Liens securing payments business and that are not yet due delinquent or which are being contested contended in good faith faith; (b) liens for which adequate reserves have been taken, (ii) Liens for real property Taxes taxes assessments or other governmental charges not yet due and payable; (c) defects or imperfections of title in the nature of easements, (iii) easementscovenants, conditions, encumbrances, restrictions, rights of way, way and other similar encumbrances that 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 (iv) such imperfections or irregularities of matters affecting title or Liens 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 properties; (collectivelyd) zoning, “Permitted Encumbrances”building codes and other land use laws regulating the use or occupancy of the Company Leased Property (defined in Section 2.12(b), ) or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such Company Leased Property; and (be) is mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession consolidated financial statements of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyCompany.

Properties. Either Purchaser Company or one of its Subsidiaries Company Bank (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Company or one of its Subsidiaries Company Bank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Company Owned Properties”“), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties that constitute real property, the “Company Real Property”“), free and clear of all Liens of any nature whatsoever, except for Company Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserCompany’s Knowledge, the lessor. There are no pending or, to PurchaserCompany’s Knowledge, threatened (in writing) condemnation proceedings against the Company Real Property.

Properties. Either Purchaser Company or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, building or use restrictions, zoning and other similar encumbrances that do not in the aggregate materially affect the use of the properties or assets subject thereto or affected thereby or otherwise in the aggregate materially impair business operations at such properties and (iv) such exceptions, defects, imperfections or irregularities of title or Liens as do not in the aggregate materially affect the use of the properties or assets subject thereto or affected thereby or otherwise in the aggregate materially impair business operations at such properties (collectively, “Company Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties that constitute real property, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Company Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaserthe Company’s Knowledge, the lessor. There are no pending or, to Purchaserthe Company’s Knowledge, threatened (in writing) condemnation proceedings against the Company Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as disclosed in Section 3.14(a) of the Disclosure Schedule, each Group Company has good andand marketable, as to real property, marketable title to all or in the material properties case of leased property and assets has valid leasehold interests in, all property and assets (whether real, personal, tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired after the date thereof (Balance Sheet Date, except for properties and assets sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”)practices. None of such property or assets is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, established on the Balance Sheet); or (iii) easements, rights Liens or any minor imperfections of way, and other similar encumbrances that title which do not materially detract from the value or materially interfere with any present or intended use of such property or assets of such Group Company (clauses ‎(i) — ‎(iii) of this ‎Section 3.14 are, collectively, the “Permitted Liens”). (b) To the Knowledge of the Warrantors, there are no developments affecting any such property or assets pending or threatened which could materially detract from the value, materially interfere with any present or intended use or materially adversely affect the use marketability of any such property or assets. (c) Section 3.14(c) of the properties Disclosure Schedule lists each leasehold interest pursuant to which any Group Company holds any real property (other than the land use rights) or assets subject thereto personal property (except for such leases involving payments of less than RMB5 million per annum) or affected thereby or otherwise materially impair business operations at such properties and land use rights (iv) such imperfections or irregularities of title or Liens 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 (collectivelyeach, a “Permitted EncumbrancesLease”), indicating the particulars of such real or personal property, rents payable under the Lease and the term of the Lease. All Leases of such real property and personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such Lease any material default or any event which with notice or lapse of time or both would constitute a material default. (bd) is Section 3.14(d) of the lessee Disclosure Schedule lists all land use rights and the plants, buildings and structures located on such land owned by the Group Companies. True and complete ownership certificates of such property and all leasehold estates reflected other documents evidencing the ownership of the Group Companies have been made available to the Investors. With respect to any land use rights owned by the Group Companies, all land grant premiums required under the Applicable Law and the relevant Contract have been paid in either full. With respect to any plant, building and structure located on such land, the Financial Statements or acquired after the date thereof (except for leases that Group Companies have expired by their terms since the date thereof) (collectively complied with the Owned Properties that constitute real propertyApplicable Law in respect of the development and construction of such plant, building or structure. The plants, buildings, structures and equipment owned by each Group Company have no material defects, are in good operating condition and have been reasonably maintained consistent with standards generally followed in the “Real Property”industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), free are adequate and clear suitable for their present and intended uses and, in the case of plants, buildings and other structures, are structurally sound. (e) The property and assets owned or leased by the Group Companies, or which they otherwise have the right to use, constitute all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported property and assets used or held for use in connection with the businesses of the Group and are adequate to conduct such businesses in substantially the same manner as currently conducted and as proposed to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyconducted.

Properties. Either Purchaser (a) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or one of its Subsidiaries (a) the Parent Subsidiaries, as applicable, has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Parent SEC Reports as being owned by either Purchaser Parent or one of its the Parent Subsidiaries or acquired after the date thereof that are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens liens except Permitted Parent Encumbrances. “Permitted Parent Encumbrances” means (a) mechanics’, materialmen’s, carrier’s, repairer’s and other statutory liens arising or incurred in the ordinary course of any nature whatsoever, except (i) statutory Liens securing payments business and that are not yet due delinquent or which are being contested contended in good faith faith; (b) liens for which adequate reserves have been taken, (ii) Liens for real property Taxes taxes assessments or other governmental charges not yet due and payable; (c) defects or imperfections of title in the nature of easements, (iii) easementscovenants, conditions, encumbrances, restrictions, rights of way, way and other similar encumbrances that 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 (iv) such imperfections or irregularities of matters affecting title or Liens 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 properties; (collectivelyd) zoning, “Permitted Encumbrances”building codes and other land use laws regulating the use or occupancy of the Parent Leased Property (defined in Section 3.12(b)) or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such Parent Leased Property; (e) the financing secured by the Parent's receivables, equipment and software, and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyother assets, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession as more fully disclosed on Section 3.12 of the properties purported Parent Disclosure Schedule; and (f) mortgages, or deeds of trust, security interests or other encumbrances on title related to be leased thereunder, and each such lease is valid without default thereunder by indebtedness reflected on the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyconsolidated financial statements of Parent.

Properties. Either Purchaser (i) Other than with respect to the ▇▇▇▇▇ Real Properties (which are addressed in clauses (ii)-(v) of this Section 4.1(o)), ▇▇▇▇▇ or one of its Subsidiaries (aA) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements ▇▇▇▇▇ SEC Documents as being owned by either Purchaser ▇▇▇▇▇ or one of its Subsidiaries or acquired after the date thereof that are material to Penny’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii2) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise materially impair in any material respect the business operations at such properties and (iv3) mortgages, deeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of ▇▇▇▇▇ (such imperfections or irregularities of title or Liens 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 in clauses (collectively1) through (3), “▇▇▇▇▇ Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the ▇▇▇▇▇ SEC Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to PurchaserPenny’s Knowledgeknowledge, the lessor. (ii) Except as would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇, ▇▇▇▇▇ or one of its Subsidiaries has good and marketable either fee simple or leasehold (as the case may be) title to all real properties occupied, used or held for use in Penny’s business or reflected in the latest audited balance sheet included in the ▇▇▇▇▇ SEC Documents (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “▇▇▇▇▇ Real Properties”), in each case free and clear of all Liens and Encumbrances other than ▇▇▇▇▇ Permitted Liens and ▇▇▇▇▇ Permitted Encumbrances. All aspects of the ▇▇▇▇▇ Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the ▇▇▇▇▇ Permitted Encumbrances, and there are no matters which create, or which with notice or the passage of time would create, a default under any of the documents evidencing the ▇▇▇▇▇ Permitted Encumbrances, except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇. (iii) Each of the leases and subleases pursuant to which ▇▇▇▇▇ or any of its Subsidiaries leases the leased ▇▇▇▇▇ Real Properties (the “▇▇▇▇▇ Real Property Leases”) is valid, binding and in full force and effect without default thereunder by the lessee or, to Penny’s knowledge, the lessor (and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any ▇▇▇▇▇ Real Property Lease), except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇. True and complete copies of all ▇▇▇▇▇ Real Property Leases that are material to ▇▇▇▇▇ have been made available by ▇▇▇▇▇ to Navy prior to the date of this Agreement, including all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. There are is no pending or, to Purchaser’s Knowledgethe knowledge of ▇▇▇▇▇, threatened suit, action or proceeding with respect to any leased property that is material to Penny’s business which would reasonably be expected to interfere in any material respect with the quiet enjoyment of any tenant. As used herein, the term “lease” shall also include subleases, the term “lessor” shall also include any sublessor, and the term “lessee” shall also include any sublessee. (in writingiv) condemnation proceedings against Except as would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇, all buildings, structures, improvements and fixtures located on or within the ▇▇▇▇▇ Real Property, and all other aspects of the ▇▇▇▇▇ Real Property, (1) are in good operating condition and repair and are structurally sound and free of any defects; (2) are suitable, sufficient and appropriate in all respects for their current and contemplated uses; and (3) consist of sufficient land, parking areas, sidewalks, driveways and other improvements (and otherwise have adequate ingress and egress to public rights of way) to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted or to which they are contemplated to be devoted. (v) As used herein, the term “Encumbrance” shall mean any mortgage, deed of trust, lease, license, condition, covenant, restriction, hypothecation, option to purchase or lease or otherwise acquire any interest, right of first refusal or offer, conditional sales or other title retention agreement, adverse claim of ownership or use, easement, encroachment, right of way or other title defect, third party right or encumbrance of any kind or nature. As used herein, the term “▇▇▇▇▇ Permitted Encumbrances” means easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not materially and adversely impact the use of the applicable ▇▇▇▇▇ Real Property in the business as currently operated or otherwise materially and adversely impair Penny’s business operations at such location (as currently operated).

Properties. Either Purchaser Except as would not have or one of its Subsidiaries reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company: (a) has good and, as to real property, marketable title to all the material properties and assets tangible personal property reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements SEC Reports as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoeverLiens, except (i) statutory Liens securing payments for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are is being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (ii) Liens for real property Taxes not yet due arising under worker’s compensation, unemployment insurance, social security, retirement and payablesimilar legislation, (iii) easementsother statutory liens securing payments not yet due, rights of way, and other similar encumbrances that 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 (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements, (v) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (vi) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements and (vii) other Liens being contested in good faith in the ordinary course of business or which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, the “Permitted EncumbrancesLiens”), ; and (b) is the lessee of all leasehold estates reflected in either the latest Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to Purchaserthe Company’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyThe Company does not own any real property.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Purchaser’s Knowledge, the lessor. There are no pending or, to the Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Except as would not constitute, individually or one of its Subsidiaries in the aggregate, a Material Adverse Effect, the Company: (ai) has good and, as to real property, marketable title to all the material properties and assets tangible personal property reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements SEC Reports as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”thereof), free and clear of all Liens of any nature whatsoeversecurity interests, liens, claims, pledges, charges or other encumbrances (“Liens”), except (iA) statutory Liens securing payments for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are is being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (iiB) Liens for real property Taxes arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not yet due and payabledue, (iiiD) easementspurchase money Liens and Liens securing rental payments under capital lease arrangements, rights of way, and other similar encumbrances that 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 (ivE) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 (collectively, “Permitted Encumbrances”)properties, and (bF) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements; and (ii) is the lessee of all leasehold estates reflected in either the latest Financial Statements or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to Purchaserthe Company’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyThe Company does not own any real property.

Properties. Either Purchaser Except as disclosed in Section 3.01(k) of the Company Disclosure Schedule, the Company or one of its Subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets (A) reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Interim Balance Sheet as being owned by either Purchaser the Company or one of its Subsidiaries (other than any such properties or acquired after the date thereof (except properties assets sold or otherwise disposed of since the date thereof September 30, 1998 in the ordinary course of business consistent with past practice) and (B) acquired after September 30, 1998 which are material to the “Owned Properties”)Company's business on a consolidated basis, in each case free and clear of all Liens of any nature whatsoeverLiens, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) and such Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates (x) reflected in either the Financial Statements or Interim Balance Sheet and (y) acquired after the date thereof September 30, 1998 which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is in full force and effect and constitutes a legal, valid without and binding obligation of, and is legally enforceable against, the respective parties thereto (except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing), and there is no default thereunder by the lessee or, to Purchaser’s Knowledgethe Company's knowledge, the lessorlessor that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company. There are no pending or, to Purchaser’s KnowledgeThe Company has not received written notice and does not otherwise have knowledge of any pending, threatened (or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in writing) condemnation proceedings against the Real Propertylieu of condemnation.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as disclosed in the SEC Filings, each Group Company has good and, as to real property, and marketable title to all to, or in the material properties case of leased property and assets has valid leasehold interests in, all property and assets (whether real, personal, tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in of the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Company or acquired after the date thereof (December 31, 2017, except properties for property and assets sold or otherwise disposed of since the date thereof after December 31, 2017 in the ordinary course of business consistent with past practice) (the “Owned Properties”)business. None of such property or assets is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Latest Balance Sheet; (ii) Liens for Taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been takenestablished on the Latest Balance Sheet); or (iii) Liens or any minor imperfections of title that have not materially adversely affected and would not reasonably be expected to materially adversely affect, individually or in the aggregate, the business of the Group as it is currently conducted. (b) To the Knowledge of the Company, there are no developments affecting any such property or assets pending or threatened that would materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets. (c) Each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”) is in good standing and is valid, binding and enforceable in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other similar Laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) Liens for real property Taxes general principles of equity. There does not yet due and payableexist under any such Lease any default or any event that with notice or lapse of time or both would constitute a default, (iii) easementssuch that has materially adversely affected or would reasonably be expected to materially adversely affect, rights of wayindividually or in the aggregate, and other similar encumbrances that do not materially affect the use business of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Group as it is currently conducted. (d) Except as disclosed in the SEC Filings, with respect to any land use rights owned by the Group Companies, all land grant premiums required under the applicable Law and the relevant contract have been paid in full. With respect to any plant, building and structure located on such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect land, the use Group Companies have complied with the applicable Law in all material respects in respect of the properties development and construction of such plant, building or structure. (e) The property and assets subject thereto owned or affected thereby leased by the Group Companies, or that they otherwise materially impair business operations at such properties (collectivelyhave the right to use, “Permitted Encumbrances”), constitute all of the property and (b) is the lessee of all leasehold estates reflected assets used or held for use in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively connection with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession businesses of the properties purported Group and are adequate to be leased thereunder, and each conduct such lease is valid without default thereunder by businesses in substantially the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertysame manner as currently conducted.

Properties. Either Purchaser Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company or one of its Subsidiaries (ai) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Company Reports as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Owned PropertiesProperty”), free and clear of all Liens of any nature whatsoeverLiens, except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that 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 (ivC) such imperfections mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)Company, and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Company Reports or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real PropertyLeases”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, ) and is in possession of the properties purported to be leased thereunder, and each such lease Lease is in full force and effect and is a valid without default thereunder by and binding obligation of, subject to the Bankruptcy and Equity Exception, the lessee orand, to Purchaserthe Company’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened Section 5.1(t) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of (in writingi) condemnation proceedings against all real property that is within the Real PropertyOwned Property and the address and owner thereof and (ii) all Leases of real property.

Properties. Either Purchaser or (i) Other than with respect to the Red Lion Real Properties (which are addressed in clauses (ii)-(v) of this Section 4.2(o)), one of its Subsidiaries the Red Lion Entities (aA) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Red Lion Financial Statements as being owned by either Purchaser or one of its Subsidiaries the Red Lion Entities or acquired after the date thereof that are material to the Red Lion Business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii2) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise materially impair in any material respect the business operations at such properties and (iv3) mortgages, deeds of trust or security interests related to indebtedness reflected on the Red Lion Financial Statements (such imperfections or irregularities of title or Liens 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 in clauses (collectively1) through (3), “Red Lion Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the latest year-end financial statements included in the Red Lion Financial Statements or acquired after the date thereof that are material to the Red Lion Business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to PurchaserNavy’s Knowledgeknowledge, the lessor. (ii) Except as would not reasonably be expected to have a Material Adverse Effect on Red Lion, one of the Red Lion Entities has good and marketable either fee simple or leasehold (as the case may be) title to all real properties occupied, used or held for use in the Red Lion Business or reflected in the latest year-end balance sheet included in the Red Lion Financial Statements (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Red Lion Real Properties”), in each case free and clear of all Liens and Encumbrances other than Red Lion Permitted Liens and Red Lion Permitted Encumbrances. All aspects of the Red Lion Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Red Lion Permitted Encumbrances, and there are no matters which create, or which with notice or the passage of time would create, a default under any of the documents evidencing the Red Lion Permitted Encumbrances, except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Red Lion. (iii) Each of the leases and subleases pursuant to which any of the Red Lion Entities leases the leased Red Lion Real Properties (the “Red Lion Real Property Leases”) is valid, binding and in full force and effect without default thereunder by the lessee or, to Navy’s knowledge, the lessor (and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any Red Lion Real Property Lease), except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Red Lion. True and complete copies of all Red Lion Real Property Leases that are material to the Red Lion Business have been made available by Navy to ▇▇▇▇▇ prior to the date of this Agreement, including all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. There are is no pending or, to Purchaser’s Knowledgethe knowledge of Navy, threatened suit, action or proceeding with respect to any leased property that is material to the Red Lion Business which would reasonably be expected to interfere in any material respect with the quiet enjoyment of any tenant. (in writingiv) condemnation proceedings against Except as would not reasonably be expected to have a Material Adverse Effect on Red Lion, all buildings, structures, improvements and fixtures located on or within the Red Lion Real Property, and all other aspects of the Red Lion Real Property, (1) are in good operating condition and repair and are structurally sound and free of any defects; (2) are suitable, sufficient and appropriate in all respects for their current and contemplated uses; and (3) consist of sufficient land, parking areas, sidewalks, driveways and other improvements (and otherwise have adequate ingress and egress to public rights of way) to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted or to which they are contemplated to be devoted. (v) As used herein, the term “Red Lion Permitted Encumbrances” means easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not materially and adversely impact the use of the applicable Red Lion Real Property in the business as currently operated or otherwise materially and adversely impair the operation of the Red Lion Business at such location (as currently operated).

Properties. Either Purchaser (a) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its the Company Subsidiaries owns fee simple title to, or has a leasehold interest in, each of the real properties identified as owned or leased by the Company in the Company SEC Reports or otherwise that is purported to be owned or leased by the Company or a Company Subsidiary (a) has good andcollectively, the “Company Properties”). In each case, such Company Properties are owned or leased, as to real propertythe case may be, marketable free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title to all (“Encumbrances”), except for (i) liens for Taxes or other governmental charges, assessments or levies that are not yet due and payable or the material properties validity of which is being contested in good faith by appropriate proceedings and assets reflected in either for which there are adequate reserves on the latest audited balance sheet financial statements of the Company (if such reserves are required by GAAP), (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are not yet due and payable or the validity of which are is being contested in good faith by appropriate proceedings and for which there are adequate reserves have been takenon the financial statements of the Company (if such reserves are required by GAAP), (ii) Liens for real property Taxes or that are not yet due and payableotherwise material, (iii) easementsEncumbrances disclosed in the public records or in existing title policies, rights the existence of waywhich does not, and other similar encumbrances that do would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise reasonably be expected to, materially impair business operations at the marketability, value or use and enjoyment of such properties real property and (iv) such imperfections or irregularities of title or Liens as other Encumbrances that do not, and would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise reasonably be expected to, materially impair business operations at or interfere with the marketability, value or use and enjoyment of any such properties real property (collectivelyas such property is currently being used or, “Permitted Encumbrances”with respect to any development properties, intended to be used), and . (b) Section 4.12(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of the real property which, as of the date of this Agreement, is under contract to be purchased by the lessee of all leasehold estates reflected in either the Financial Statements Company or acquired a Company Subsidiary after the date thereof (except for leases of this Agreement or that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported required under a binding contract to be leased thereunder, and each such lease is valid without default thereunder or subleased by the Company or a Company Subsidiary as lessee or, to Purchaser’s Knowledge, or sublessee after the lessordate of this Agreement. There are no written agreements to which either the Company or any Company Subsidiary is a party pursuant to which either the Company or any Company Subsidiary is obligated to buy or lease or sublease as a tenant any real properties at some future date. (c) There are title insurance policies issued to the Company or the applicable Company Subsidiary for each Company Property, and no written claim has been made against any such policy by the Company or any Company Subsidiary which remains outstanding. (d) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or, to Purchaserthe Company’s Knowledge, threatened with respect to any of the Company Properties, that would interfere in any material manner with the current use (or with respect to development properties, the future intended use) of the Company Properties (assuming its continued use in writingthe manner it is currently used), or otherwise impair in any material manner the operations of such Company Properties (assuming (other than in connection with development properties) condemnation proceedings against its continued use in the Real manner it is currently operated), or (ii) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, has been violated (and remains in violation) for any Company Property (other than violations of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such Company Property legally non-conforming pursuant to such zoning regulations or ordinances), which have not been cured, contested in good faith or which violations would individually, or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. (e) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except for any statutory rights or options to occupy or purchase any Company Property in favor of a Governmental Authority, neither the Company nor any of the Company Subsidiaries has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Company Property or any portion thereof. (f) To the Company’s Knowledge, each of the Company Properties has sufficient direct or indirect access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof. (g) Section 4.12(g) of the Company Disclosure Schedule lists all ground leases (whether as lessor or lessee) affecting the interest of the Company or any Company Subsidiary in the Company Properties in effect as of the date hereof, true and complete in all material respects copies of which ground leases were made available to Parent on the Company Datasite prior to the date hereof. (h) Section 4.12(h) of the Company Disclosure Schedule sets forth a true, correct and complete list of the real property which is under ground-up development as of the date hereof (each, a “Company Development Property”, and, collectively, the “Company Development Properties”). There are no defaults under any of the Company Development Contracts which, individually or in the aggregate, have had, or would reasonably be expected to have, a Company Material Adverse Effect. The Company or the Company Subsidiaries have obtained any and all material approvals, consents and authorizations to conduct the current activity on the Company Development Properties and, to the Company’s knowledge, no facts or circumstances exist which would reasonably be expected to lead to a failure to obtain any material approvals, consents and authorizations to initiate and complete the currently contemplated development, redevelopment or constructions of the Company Development Properties. Section 4.12(h) of the Company Disclosure Schedule lists the common name of each Company Property which is vacant land.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Sirius, Sirius or one of its Subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Sirius Financial Statements as being owned by either Purchaser Sirius or one of its Subsidiaries or acquired after the date thereof which are material to Sirius’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or liens which are being properly contested by Sirius or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves have been takenrelated thereto are maintained on the Sirius Financial Statements, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (ivB) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (collectivelyC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Sirius Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the Sirius SEC Documents), and (D) rights granted to any non-exclusive licensee of any Sirius Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “Sirius Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the Sirius Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserSirius’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has The Acquired Companies have good andand marketable, as to real propertyindefeasible, marketable fee simple title to to, or, in the case of leased property and assets, valid leasehold interests in, all the material properties of their personal property and assets reflected (whether tangible or intangible). None of such property or assets is subject to any Lien, except: (i) Liens disclosed in either Schedule 3.13(a)(i) of the latest audited balance sheet Disclosure Schedule; (ii) Liens for Taxes not yet due or latest interim balance sheet included being contested in the Financial Statements as being owned by either Purchaser good faith (and for which adequate accruals or one of its Subsidiaries reserves have been established); (iii) mechanics’, landlords’, carriers’, workers’, repairers’ and similar Liens arising or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) business; or (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (iiiv) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that which do not materially affect detract from the value or materially interfere with any present use of the properties such property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (clauses “(i)” through “(iv)” of this Section 3.13(a) such imperfections or irregularities of title or Liens 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 (are, collectively, the “Permitted EncumbrancesLiens”), and . (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no developments affecting any such property or assets pending or, to Purchaser’s Knowledgethe Knowledge of Sellers threatened, threatened which would reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets. All leases of such personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. (c) The equipment owned by each Acquired Company has no material defects, is in writinggood operating condition and repair and has 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). (d) condemnation proceedings against The property and assets owned or leased by the Real PropertyAcquired Companies, or which they otherwise have the right to use, constitute all of the property and assets used or held for use by the Acquired Companies in connection with the Business and are adequate to conduct the Business as currently conducted.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on FoxHollow, and except as set forth in Section 3.1 (n) of the FoxHollow Disclosure Schedule, FoxHollow or one of its Subsidiaries (ai) has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the FoxHollow Financial Statements as being owned by either Purchaser FoxHollow or one of its Subsidiaries or acquired after the date thereof which are material to FoxHollow’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests, encumbrances or other adverse claims of any nature whatsoeverwhatsoever (each, a “Lien”), except (iA) statutory Liens liens securing payments not yet due or liens which are being properly contested by FoxHollow or one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves have been takenrelated thereto are maintained on the FoxHollow Financial Statements, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (ivB) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (collectivelyC) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the FoxHollow Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the FoxHollow SEC Documents), and (D) rights granted to any non-exclusive licensee of any FoxHollow Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “FoxHollow Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the FoxHollow Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserFoxHollow’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Except as disclosed on Part A of SCHEDULE 3.19, Eldorado does not hold title to or one a beneficial interest in any real property other than OREO. The only real properties leased or otherwise occupied by or in the possession of its Subsidiaries Eldorado (a) excluding OREO and property occupied only as lender in possession, in each case provided that Eldorado is conducting no business in such property, and excluding the owned properties disclosed on Part A of SCHEDULE 3.19), are those properties identified on Part B of SCHEDULE 3.19. Eldorado has good and, as to real property, marketable and valid title to all of the material properties tangible personal property and assets reflected in either the latest audited balance sheet or latest interim balance sheet included which are used in the operation of its business and which it owns or purports to own, and has good and valid title to all of the leasehold interests in all leases of real or personal property which it leases or purports to lease, including all personal property, leasehold interests and other assets reflected as owned or leased, as applicable, by Eldorado in the Most Recent Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise in each case for assets disposed of since the date thereof Most Recent Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”), in each case free and clear of all Liens any liens, encumbrances or other imperfections of any nature whatsoevertitle other than such liens, except encumbrances or imperfections as (ia) statutory Liens securing payments are reflected, reserved against or otherwise disclosed in the Most Recent Financial Statements, (b) arise out of Taxes not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, or (iiic) easements, rights of way, and other similar encumbrances that do not materially affect the use of the relate to immaterial properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Eldorado enjoys peaceful and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use undisturbed possession of the properties applicable leased asset under all leases of real or assets subject thereto personal property under which it is operating or affected thereby to which it is a party. All of such leases are valid, subsisting and in full force and effect and there are no existing defaults or otherwise materially impair business operations at such properties (collectivelyevents which, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that passage of time or the giving of notice, or both, would constitute real propertydefaults by Eldorado or, the “Real Property”)to Eldorado's knowledge, free and clear of all Liens of by any nature whatsoeverother party thereto, except for Permitted Encumbrancessuch defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All items of real or personal property owned or used by Eldorado and is in possession of the properties purported material to be leased thereunder, and each such lease is valid without default thereunder by the lessee orits business have been properly maintained and, to Purchaser’s Eldorado's Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertygood operating order and repair.

Properties. Either Purchaser or one of its Subsidiaries (a) has (1) As of the date hereof, Seller and its subsidiaries have (i) good and, as to real property, marketable and valid title to all material tangible Purchased Assets (other than the material properties and assets Real Properties which are covered below) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Actual Balance Sheet or acquired after the date thereof Balance Sheet Date (except properties for property sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practicepractices), (ii) good and valid fee simple title (which is insurable at regular rates by a reputable title company) to the “Owned Fee Properties”), and (iii) valid leasehold interests in the Leased Properties, in the case of each of clauses (i) through (iii) above, free and clear of all Liens of any nature whatsoeverLiens, except for the following: (iv) statutory Liens securing payments in favor of Seller Defined Benefit Plans for failure to make required contributions to Seller Defined Benefit Plans which arose by operation of law on September 16, 1996; (w) Those matters relating to each Fee Property and Leased Property set forth on Schedule 3.11(a); (x) Liens disclosed on the Actual Balance Sheet or the notes thereto; (y) Liens for taxes not yet due or which are being contested in good faith or which, though due, may be paid without interest or penalty, in each case for which adequate accruals or reserves have been takenestablished on the Reference Balance Sheet; or (z) In the case of the Real Properties, (ii) Liens for real property Taxes that do not yet due secure any monetary obligations and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially (individually or in the aggregate with all other matters) detract from the value of the property to which they relate as now used or adversely affect the continued use of the properties property to which they relate in the conduct of the business of Seller or assets subject thereto its subsidiaries currently conducted thereat, or affected thereby or otherwise materially impair business operations at such properties in the case of personal property, Liens that do not secure any monetary obligations and (iv) such imperfections or irregularities of title or Liens as that do not materially (individually or in the aggregate with all other matters) detract from the value of the property to which they relate, as now used or adversely affect the continued use of such assets in the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession conduct of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertybusiness of Seller or its subsidiaries as currently utilized.

Properties. Either Purchaser (a) Section 4.13(a) of the Company Disclosure Schedule contains a true and complete list of all real property owned by the Company or any subsidiary (collectively, the “Owned Real Property”) and, for each parcel of Owned Real Property, a correct street address. (b) Section 4.13(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any subsidiary (collectively, including the improvements thereon, the “Leased Real Property”) and, for each Leased Real Property, the correct street address of such Leased Real Property. True and complete copies of all agreements under which the Company or any subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each, a “Real Property Lease”) that have not been terminated or expired as of the date hereof have been made available to Parent. (c) The Company or one of its Subsidiaries (a) subsidiaries has good and, as to real property, marketable fee-simple title to all the material properties Owned Real Property and assets reflected valid leasehold estates in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), all Leased Real Property free and clear of all Liens of any nature whatsoeverLiens, except (iw) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iix) Liens for real property Taxes not yet due and payableas to Owned Real Property, (iii) easements, rights such minor imperfections or irregularities of way, and other similar encumbrances that title as do not materially adversely affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (y) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness that, in each case, are taken into account in calculating Equity Value or relate to indebtedness that is specifically excluded from the definition of Borrowed-Money Debt and (ivz) such imperfections immaterial liens that, individually or irregularities of title or Liens as in the aggregate with any other Permitted Liens, do not and will not materially affect interfere with the use or value of the properties or assets subject thereto of the Company and its subsidiaries taken as a whole as currently used or affected thereby or otherwise materially impair business operations at such properties that secure Indebtedness (other than Indebtedness taken into account in calculating Borrowed Money Debt) (collectively, “Permitted EncumbrancesLiens”). (d) 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 the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. (e) Each Real Property Lease is 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 the knowledge of the Company, by any other party thereto. (bf) is There does not exist any pending condemnation or eminent-domain proceedings that affect any Owned Real Property or, to the lessee knowledge of all leasehold estates the Company, any such proceedings that affect any Leased Real Property 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 neither the Company nor its subsidiaries have 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. (g) All of the material tangible personal property reflected in either a consolidated balance sheet in the Financial Statements or acquired after most recent financial statements included in the SEC Reports filed prior to the date thereof hereof, reflected in the notes thereto or otherwise used by the Company or any Company subsidiary in the operation of the Business is either (except for leases that have expired i) owned by their terms since the date thereofCompany or any Company subsidiary or (ii) (collectively with the Owned Properties that constitute real propertyleased pursuant to valid leasehold interests, the “Real Property”), in each case free and clear of all Liens of any nature whatsoever, except for other than Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyLiens.

Properties. Either Purchaser Hexion or one of its Subsidiaries (ai) has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Hexion SEC Documents as being owned by either Purchaser Hexion or one of its Subsidiaries or acquired after the date thereof that are material to Hexion’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iii) easements, rights liens on assets of way, and other similar encumbrances that do not materially affect Subsidiaries of Hexion incurred in the use ordinary course of the properties or assets subject thereto or affected thereby or otherwise materially impair their business operations at such properties and (ivC) such imperfections or irregularities of title title, claims, liens, charges, security interests or Liens 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 (collectively, “Permitted Encumbrances”)properties, and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Hexion SEC Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserHexion’s Knowledgeknowledge, the lessor. There are no pending or, except in the case of clauses (i) and (ii) above as would not reasonably be expected to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave a material adverse effect on Hexion.

Properties. Either Purchaser The Company or one a subsidiary of its Subsidiaries the Company (aeach a "Company Property Owner") has good and, as to real property, marketable owns fee simple title to all each of the material real properties and assets reflected in either (or the latest audited balance sheet or latest interim balance sheet included applicable portion thereof) described in the Financial Statements Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as being owned by either Purchaser or one of its Subsidiaries or acquired after in fee, as adjusted to reflect purchases and sales disclosed in the Company SEC Reports prior to the date thereof hereof (collectively, the "Company Properties"), and a valid leasehold estate to each of the real properties subject to a lease described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as adjusted to reflect purchases and sales disclosed in the Company SEC Reports prior to the date hereof (collectively, the "Leased Properties"). Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the interests of the Company Property Owners in the Company Properties and the Leased Properties are good, marketable and insurable, and the same are owned free and clear of Encumbrances except properties sold for (i) liens, mortgages or deeds of trust, claims against title, options, rights of first offer or refusal, charges which are liens, security interests or other encumbrances on title (collectively, "Encumbrances") related to indebtedness incurred in the ordinary course of business, (ii) inchoate Encumbrances imposed for construction work in progress, including mechanics' liens, workers' or repairmen's liens, or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practicethat do not adversely affect in any material respect the use or operation of the applicable Company Property, (iii) easement agreements that do not adversely affect in any material respect the use or operation of the applicable Company Property, (iv) matters as would be disclosed on current title reports or surveys that arise in the “Owned Properties”)ordinary course and do not adversely affect in any material respect the value, free use or operation of the applicable Company Property, (v) real estate Taxes and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments special assessments not yet due or which and payable (except as are being contested in good faith by appropriate proceedings or for which adequate reserves in accordance with generally accepted accounting practices have been takenset forth on the books of the relevant Company Property Owner), (iivi) Liens for real property Taxes leases or other occupancy agreements affecting a Company Property and (vii) other Encumbrances that would not yet due and payablehave a Company Material Adverse Effect. No written termination of or notice of default has been received by the Company or any of its subsidiaries under a ground lease relating to the Lease Properties, (iii) easementsexcept as would, rights individually or in the aggregate, have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, valid policies of waytitle insurance have been issued insuring the Company Property Owner's fee simple title or leasehold estate to each of the Company Properties, and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at no material claim has been made against any such properties and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertypolicies.

Properties. Either Purchaser or one Except as disclosed in the Recent SEC Documents, each of the Company and its Subsidiaries (ai) has good and, as to real property, marketable and indefeasible title to all the material properties and assets reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Recent SEC Documents as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of (A) all Liens of any nature whatsoever, except for (i1) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv2) such imperfections or irregularities of title or other Liens (other than real property mortgages or deeds of trust) 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 (collectively, “Permitted Encumbrances”)properties, and (bB) all real property mortgages and deeds of trust except such secured indebtedness as is properly reflected in the latest audited balance sheet included in the Recent SEC Documents, and (ii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Recent SEC Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, which are material to its business on a consolidated basis and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to Purchaser’s Knowledgethe knowledge of the Company, the lessor. There The assets of the Company and its Subsidiaries constitute, in the aggregate, all the assets (including, but not limited to, intellectual property rights) used in or necessary to the conduct of their businesses as they currently are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against being conducted. They are substantially all of the Real Propertyassets with which the Company has conducted its historical business.

Properties. Either Purchaser or one of its Subsidiaries (a) has good andSection 5.10(a) of the Park 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 Park or any Park 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, marketable are individually referred to herein as a “Park Property”). As of the date hereof, each of the Park Properties is owned or leased by Park or the Park Subsidiary indicated on Section 5.10(a) of the Park Disclosure Letter. (b) Parent or another Park Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to all the material properties Park Properties, in each case, free and assets reflected in either the latest audited balance sheet clear of Encumbrances, except for Park Permitted Encumbrances, none of which Park Permitted Encumbrances have had, and would not, individually or latest interim balance sheet included in the Financial Statements aggregate, reasonably be expected to have, a Park Material Adverse Effect. For the purposes of this Agreement, “Park Permitted Encumbrances” shall mean any (i) Encumbrances relating to any Indebtedness set forth on Section 5.10(b)(i) of the Park Disclosure Letter, (ii) statutory or other Encumbrances for Taxes or assessments which are not yet due (or are due but not yet delinquent) or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (iii) the terms of any ground leases or air rights affecting any Park Property or any other leases or licenses entered into 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 being owned set forth on Section 5.10(b)(i) of the Park Disclosure Letter) that are disclosed on existing title policies, reports or commitments made available by either Purchaser or one on behalf of its Subsidiaries Park, Parent or acquired after any other Park Subsidiary to the date thereof Company, (except properties sold or otherwise disposed of since the date thereof vi) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Encumbrances imposed by Law and incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are related to obligations not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings, and (vii) any other Encumbrances (but excluding Encumbrances relating to Indebtedness) that do not materially impair the value of the applicable Park Property or the continued use and operation of the Park Property as currently used and operated. Section 5.10(b) of the Park Disclosure Letter describes any material Park Permitted Encumbrances that, as of the date hereof, are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyappropriate proceedings.

Properties. Either Purchaser Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, Company or one of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Company Real Property.

Properties. Either Purchaser (a) The Earlychildhood Disclosure Schedule sets forth a list of (i) all material leases to which Earlychildhood or one any of its Subsidiaries is a party as a lessee as of the date hereof (a) has good andthe "Earlychildhood Lease Agreements"), as to setting forth in the case of any such lease covering real property, marketable title to the location of such real property, and (ii) all the material real properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Earlychildhood or one any of its Subsidiaries or acquired after as of the date thereof hereof (the "Earlychildhood Owned Real Property"). To the knowledge of Earlychildhood, each of Earlychildhood and its Subsidiaries has good and marketable titled to the Earlychildhood Owned Real Property and a valid and binding leasehold interest in each of the properties that is the subject of an Earlychildhood Lease Agreement, free and clear of all Encumbrances, except properties sold for (i) any Encumbrances reflected in the Earlychildhood Financial Information and the Earlychildhood Disclosure Schedule; (ii) any Encumbrances which, individually or otherwise disposed in the aggregate, are not reasonably likely to have an Earlychildhood Material Adverse Effect; (iii) zoning laws and other land use restrictions that do not impair the present or anticipated use or occupancy of since the date thereof property subject thereto, (iv) any Encumbrances for taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or due and being contested in good faith; (v) any mechanics' workmen's, repairmen's, warehousemen's, carrier's or other similar liens and encumbrances arising in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due practice or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (ivvi) such imperfections any Encumbrances which are matters of public record or irregularities of are shown by a current title or Liens report and reflected on the Earlychildhood Disclosure Schedule (clauses (i) through (vi) above collectively referred to herein 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 (collectively, “"Earlychildhood Permitted Encumbrances”"), and . (b) None of Earlychildhood and its Subsidiaries is in default under any of the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoeverEarlychildhood Lease Agreements, except for Permitted Encumbrances, such defaults which have not had and is in possession of the properties purported are not reasonably likely to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave an Earlychildhood Material Adverse Effect.

Properties. Either Purchaser (a) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its the Company Subsidiaries owns fee simple title to, or has a leasehold interest in or an equivalent contractual right to conduct all or a portion of the Company’s business upon, each of the real properties identified as owned by the Company in the Company SEC Reports (a) has good andcollectively, the “Company Properties”). In each case, such Company Properties are owned or leased, as to real propertythe case may be, marketable free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title to all (“Encumbrances”), except for (i) liens for Taxes or other governmental charges, assessments or levies that are not yet due and payable or the material properties validity of which is being contested in good faith by appropriate proceedings and assets reflected in either for which there are adequate reserves on the latest audited balance sheet financial statements of the Company (if such reserves are required by GAAP), (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are not yet due and payable or the validity of which are is being contested in good faith by appropriate proceedings and for which there are adequate reserves have been takenon the financial statements of the Company (if such reserves are required by GAAP), (ii) Liens for real property Taxes or that are not yet due and payableotherwise material, (iii) easementsEncumbrances disclosed in the public records or in existing title policies, rights the existence of waywhich does not, and other similar encumbrances that do would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise reasonably be expected to, materially impair business operations at the marketability, value or use and enjoyment of such properties real property, and (iv) such imperfections or irregularities of title or Liens as other Encumbrances that do not, and would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise reasonably be expected to, materially impair business operations at or interfere with the marketability, value or use and enjoyment of any such properties real property (collectivelyas such property is currently being used or, “Permitted Encumbrances”with respect to any development properties, intended to be used), and . (b) Section 4.12(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of the real property which, as of the date of this Agreement, is under contract to be purchased by the lessee of all leasehold estates reflected in either the Financial Statements Company or acquired a Company Subsidiary after the date thereof (except for leases of this Agreement or that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported required under a binding contract to be leased thereunder, and each such lease is valid without default thereunder or subleased by the Company or a Company Subsidiary as lessee or, to Purchaser’s Knowledge, or sublessee after the lessordate of this Agreement. There are no written agreements to which either the Company or any Company Subsidiary is a party pursuant to which either the Company or any Company Subsidiary is obligated to buy, lease or sublease any real properties at some future date. (c) There are title insurance policies issued to the Company or the applicable Company Subsidiary for each Company Property, and no written claim has been made against any such policy by the Company or any Company Subsidiary which remains outstanding. (d) Neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or, to Purchaserthe Company’s Knowledge, threatened with respect to any of the Company Properties, that would interfere in any material manner with the current use (or with respect to development properties, the future intended use) of the Company Properties (assuming its continued use in writingthe manner it is currently used), or otherwise impair in any material manner the operations of such Company Properties (assuming (other than in connection with development properties) condemnation proceedings against its continued use in the Real manner it is currently operated), in each case taken as a whole, or (ii) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, has been violated (and remains in violation) for any Company Property (other than violations of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such Company Property legally non-conforming pursuant to such zoning regulations or ordinances), which have not been cured, contested in good faith or which violations would individually, or in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect. (e) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except for any statutory rights or options to occupy or purchase any Company Property in favor of a Governmental Authority, or mineral or subsurface rights granted to or retained by another, neither the Company nor any of the Company Subsidiaries has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Company Property or any portion thereof. (f) To the Company’s Knowledge, each of the Company Properties has sufficient direct or indirect access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof. (g) Section 4.12(g) of the Company Disclosure Schedule lists all ground leases (whether as lessor or lessee) affecting the interest of the Company or any Company Subsidiary in the Company Properties in effect as of the date hereof, true and complete in all material respects copies of which ground leases were made available to Parent on the Company Datasite prior to the date hereof. (h) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has taken any action which would disqualify portions of any Company Properties now assessed for ad valorem Taxes on the basis of farm, forest or open space for continued assessment as farm, forest or open space lands. (i) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no boundary disputes relating to any Company Properties and no encroachments materially and adversely affecting the use of any Company Properties and (ii) with respect to each Company Property, all material buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition to support the operations of the Company and each Company Subsidiary as presently conducted to the extent related to such Company Property.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as has good andnot had and would not, as individually or in the aggregate, reasonably be expected to real propertyhave a Parent Material Adverse Effect, Parent or a subsidiary of Parent (i) has good, marketable and fee simple title to the Parent Owned Real Property and (ii) holds a valid leasehold interest in all the material properties and assets reflected subject to a Parent Real Property Lease, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens of any nature whatsoeverLiens, except in all cases for (iA) statutory Liens liens securing payments not yet due or delinquent or which are being contested in good faith for which adequate reserves have been takenfaith, (iiB) Liens for real property Taxes not yet due and payable(1) such minor title defects or irregularities of title, (iii) non-monetary Liens, charges, easements, rights of way, covenants and other restrictions or encumbrances and (2) such matters which would be shown by a current title report or other similar encumbrances report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not not, in each case, materially affect the use use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (C) encumbrances for current Taxes or other governmental charges not yet due and delinquent, or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that are being contested in good faith by appropriate proceedings and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens related to indebtedness reflected on the consolidated financial statements of Parent (items in clauses (A) through (F) referred to herein as do not materially affect the use “Parent Permitted Liens”). Section 4.15(a)(i) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such Parent Disclosure Schedule contains a true and complete list of all real properties (collectively, “Permitted Encumbrances”), by name and (blocation) is the lessee owned by Parent or any of all leasehold estates reflected in either the Financial Statements or acquired after its subsidiaries as of the date thereof hereof, in each case that are material to Parent and its subsidiaries, taken as a whole (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Parent Material Owned Real Property”). The leases for real properties set forth on Section 4.15(a)(ii) of the Parent Disclosure Schedule shall be referred to herein as the “Parent Material Real Property Leases.” (b) Except as has not had and would not, free and clear individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) as of all Liens the date hereof, neither Parent nor any subsidiary has received any written notice of any nature whatsoevercondemnation, except for Permitted Encumbrancesrequisition or taking by a Governmental Entity with respect to Parent Owned Real Property nor, to the knowledge of Parent, has any such condemnation been threatened in writing or contemplated, (ii) there are no unexpired option agreements, rights of first refusal or similar rights with respect to the Parent Owned Real Property, and (iii) none of Parent nor any of its subsidiaries is in possession default or breach of the properties purported to be leased thereunderany Parent Real Property Lease, and each such lease is valid without default thereunder by the lessee orand, to Purchaser’s Knowledgethe knowledge of Parent, the lessor. There are no pending orevent has occurred which, to Purchaser’s Knowledgewith notice, threatened (in writing) condemnation proceedings against the lapse of time or both, would constitute a default or breach of any Parent Real PropertyProperty Lease by any of Parent or its subsidiaries.

Properties. Either Purchaser (a) Except as set forth in Section 5.12(a)(i) of the Parent Disclosure Schedule, Parent or one of its Parent Subsidiaries owns good, valid, insurable and marketable fee simple title to each of the real properties identified in Section 5.12(a)(i) of the Parent Disclosure Schedule and a good and valid leasehold interest in each of the real properties identified in Section 5.12(a)(ii) of the Parent Disclosure Schedule (a) has good andcollectively, the “Parent Properties”), which are all of the real estate properties owned or leased by them. In each case, except as provided below, such Parent Properties are owned or leased, as to real propertythe case may be, marketable title to all free and clear of Encumbrances, except for (i) liens for taxes or other governmental charges, assessments or levies that are not yet due and payable or the material properties validity of which is being contested in good faith by appropriate proceedings and assets reflected in either for which there are adequate reserves on the latest audited balance sheet financial statements of the Company (if such reserves are required by GAAP), (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are not yet due and payable or the validity of which are is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required by GAAP), or that are not otherwise material, (iii) Encumbrances disclosed in the public records or in existing title policies that were made available to the Company on the Parent Datasite prior to the date hereof, the existence of which does not, and would not reasonably be expected to, materially impair the marketability, value or use and enjoyment of such real property, and (iv) other Encumbrances that do not, and would not reasonably be expected to, materially impair or interfere with the marketability, value or use and enjoyment of any such real property (as such property is currently being used or, with respect to any development properties, intended to be used). (b) Section 5.12(b) of the Parent Disclosure Schedule sets forth a true, correct and complete list of the real property which, as of the date of this Agreement, is under contract to be purchased by Parent or a Parent Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by Parent or a Parent Subsidiary as lessee or sublessee after the date of this Agreement. Except as set forth on Section 5.12(b) of the Parent Disclosure Schedule, there are no real properties that either Parent or any Parent Subsidiary is obligated to buy, lease or sublease at some future date. (c) Policies of title insurance (each a “Parent Title Insurance Policy”) have been takenissued insuring, as of the effective date of each Parent Title Insurance Policy, Parent’s or the applicable Parent Subsidiary’s applicable fee simple title to or leasehold interest in each Parent Property, subject to the matters disclosed on the Parent Title Insurance Policies. Except as set forth on Section 5.12(c) of the Parent Disclosure Schedule, Parent has made available to the Company on the Parent Datasite all current Parent Title Insurance Policies insuring the Parent’s or the applicable Parent Subsidiaries’ fee simple title to Parent Properties or leasehold interest in any property leased by Parent or any Parent Subsidiary and such policies are, at the date hereof, in full force and effect and no claim has been made against any such policy by Parent or any Parent Subsidiary. (d) Except as set forth in Section 5.12(d) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary has received written notice of any violation of any Law or requirement (including any agreement, easement or other right an unlimited duration that is necessary to permit the lawful use of the Company Properties) affecting any of Parent Properties issued by any Governmental Authority which have not been cured, contested in good faith or which violations would not, individually, or in the aggregate, have, or reasonably be expected to have a Parent Material Adverse Effect. (e) Except as provided for in Section 5.12(e) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary has received any notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened in writing with respect to any of Parent Properties, that would interfere in any material manner with the current use of the Company Properties (assuming its continued use in the manner it is currently used), or otherwise impair in any material manner the operations of such Company Properties (assuming its continued use in the manner it is currently operated), or (ii) any Laws including, without limitation, any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation has been violated (and remains in violation) for any Parent Property. (f) Section 5.12(f)(i) of the Parent Disclosure Schedule sets forth a true, correct and complete list of contracts pursuant to which Parent or any Parent Subsidiary leases, subleases, or otherwise grants a right of occupancy to any Person as landlord with respect to each of the applicable Parent Properties and with respect to which Parent or any Parent Subsidiary is entitled to receive $250,000 or more in revenue per annum (based upon anticipated revenues to be received by the Parent and the Parent Subsidiaries during fiscal year 2016) (the “Parent Leases”). Parent has made available to the Company on the Parent Datasite true, correct and complete copies of all Parent Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except as set forth in Section 5.12(f)(ii) of the Parent Disclosure Schedule, 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 Parent Lease, other than any default that would not have or would not reasonably be expected to have a Parent Material Adverse Effect. Parent has not received any written notice from a tenant under a Parent Lease cancelling or terminating such Parent Lease prior to the end of the current term, and neither Parent nor any Parent Subsidiary has received a written notice of any insolvency or bankruptcy proceeding involving any tenant under a Parent Lease. No option has been exercised under any of the Parent Leases, except options whose exercise has been evidenced by a written document as described in Section 5.12(f)(iii) of the Parent Disclosure Schedule. (g) Except as set forth in Section 5.12(g) of the Parent Disclosure Schedule, and except for any statutory rights or options to occupy or purchase any Company Property in favor of a Governmental Authority, neither Parent nor any of the Parent Subsidiaries has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Parent Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Parent Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Parent Property or any portion thereof. (h) As of the date hereof, none of Parent or any Parent Subsidiary is a party to any agreement relating to the management of any of the Parent Properties by a party other than Parent or a Parent Subsidiary. (i) The Parent Properties (i) are supplied with electrical and natural gas utilities as reasonably required for their continued operation as they are now being operated, (ii) Liens are, to the Parent’s Knowledge, in good working order sufficient for real property Taxes not yet due their normal operation in the manner currently being operated and payablewithout any material structural defects other than as may be disclosed in any physical condition reports that have been made available to the Company, and (iii) are, to the Parent’s Knowledge, adequate and suitable for the purposes for which they are presently being used. (j) To the Parent’s Knowledge, Parent has sufficient rights to (and the Parent Properties have sufficient access to) water for each Parent Property to continue to operate in a manner that such Parent Property is currently being operated (or, with respect to development properties, as such Parent Property is intended to be used and operated), excluding any environmental factors and any changes in laws or regulations occurring after the twelve (12) month anniversary of the date hereof that are outside the control of Parent. (k) To the Parent’s Knowledge, each of the Parent Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof. (l) For each of the Parent Properties, Parent has made available to the Company on the Parent Datasite, true, correct and complete copies of the following: (i) all documents directly evidencing a water right, (ii) all water delivery contracts, (iii) easementsall water allocation documentation, rights of way, and other similar encumbrances that 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 (iv) such imperfections all documentation confirming taxes or irregularities assessments paid to a mutual water company, an irrigation district, or some other kind of title or Liens 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 (collectively, “Permitted Encumbrances”)water district, and (bv) is the lessee of all leasehold estates reflected in either the Financial Statements permits or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder licenses issued by the lessee or, to Purchaserapplicable state Governmental Authority in which the applicable Parent Property is located evidencing a water right. To the Parent’s Knowledge, all such documents are (i) if contracts, valid, binding and enforceable obligations of the lessor. There are no pending orcounterparties thereto, and (ii) if permits, licenses, easements or similar property right, in full force and effect on the terms thereof, and, in each case, to PurchaserParent’s Knowledge, threatened (there are no breaches, violations or defects in writing) condemnation proceedings against the Real Propertysuch contracts, permits, licenses, easements or similar property rights that would impair Parent’s rights thereunder.

Properties. Either Purchaser Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries Subsidiaries, as the case may be, (a) has holds good and, as to real property, marketable title to all the material properties and real property assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements SEC Reports as being owned by either Purchaser the Company or one of its Subsidiaries (collectively, with respect to real property, the “Owned Real Property”) or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”thereof), free and clear of all Liens of any nature whatsoeverLiens, except (i) statutory Liens securing payments for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are is being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (ii) Liens for real property Taxes not yet due arising under worker’s compensation, unemployment insurance, social security, retirement and payablesimilar legislation, (iii) other statutory Liens securing payments not yet due, and (iv) such imperfections or irregularities of title, claims, liens (including mechanics’ liens), charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect the current or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections current or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair planned business operations at such properties (collectively, the “Permitted EncumbrancesLiens”), and (b) holds the Owned Real Property, or any portion thereof or interest therein, free of any outstanding options or rights of first refusal or offer to purchase or lease, (c) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of since the date thereof) (collectively collectively, with the Owned Properties that constitute respect to real property, the “Leased Real Property”), free ) and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and (x) is in possession of the properties purported to be leased thereunder, and each such lease is valid without and in full force and effect, constitutes a valid and binding obligation of the Company or the applicable Subsidiary of the Company, subject to the Bankruptcy and Equity Exception and (y) the Company has not received any written notice of termination or cancellation of or of a breach or default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyunder any such lease.

Properties. Either Purchaser (a) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent, Parent OP or one of its the Parent Subsidiaries owns fee simple title to or has a leasehold interest in each of the real properties identified as owned by Parent in the Parent SEC Reports (a) has good andcollectively, the “Parent Properties”). In each case, such Parent Properties are owned or leased, as to real propertythe case may be, marketable title to all free and clear of Encumbrances, except for (i) liens for taxes or other governmental charges, assessments or levies that are not yet due and payable or the material properties validity of which is being contested in good faith by appropriate proceedings and assets reflected in either for which there are adequate reserves on the latest audited balance sheet financial statements of Parent (if such reserves are required by GAAP), (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are not yet due and payable or the validity of which are is being contested in good faith by appropriate proceedings and for which there are adequate reserves have been takenon the financial statements of the Company (if such reserves are required by GAAP), (ii) Liens for real property Taxes or that are not yet due and payableotherwise material, (iii) easementsEncumbrances disclosed in the public records or in existing title policies, rights the existence of waywhich does not, and other similar encumbrances that do would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise reasonably be expected to, materially impair business operations at the marketability, value or use and enjoyment of such properties real property, and (iv) other Encumbrances that do not, and would not reasonably be expected to, materially impair or interfere with the marketability, value or use and enjoyment of any such imperfections real property (as such property is currently being used or, with respect to any development properties, intended to be used). (b) Except as would not have, or irregularities would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent, Parent OP nor any Parent Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened in writing with respect to any of title or Liens as do not materially affect Parent Properties, that would interfere in any material manner with the current use of the properties or assets subject thereto or affected thereby Parent Properties (assuming its continued use in the manner it is currently used), or otherwise materially impair business in any material manner the operations at of such properties Parent Properties (assuming its continued use in the manner it is currently operated), or (ii) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation has been violated (and remains in violation) for any Parent Property (other than violations of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such Parent Property legally non-conforming pursuant to such zoning regulations or ordinances), which have not been cured, contested in good faith or which violations would individually, or in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect. (c) Except as would not have, or would not be reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and except for any statutory rights or options to occupy or purchase any Parent Property in favor of a Governmental Authority, neither Parent nor any of the Parent Subsidiaries has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Parent Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Parent Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Parent Property or any portion thereof. (d) To the Parent’s Knowledge, each of the Parent Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof. (e) With respect to any real property which, as of the date of this Agreement, is under ground-up development by the Parent, Parent OP or any Parent Subsidiary (each, a “Parent Development Property,” and, collectively, the “Permitted EncumbrancesParent Development Properties”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of there are no defaults under any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported Parent Development Contracts which, individually or in the aggregate, have had or would reasonably be expected to be leased thereunderhave a Parent Material Adverse Effect. Parent or the Parent Subsidiaries have obtained any and all material approvals, consents and each such lease is valid without default thereunder by authorizations to initiate and complete the lessee orcontemplated development, to Purchaser’s Knowledge, redevelopment or constructions of the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyParent Development Properties as currently contemplated.

Properties. Either Purchaser (a) Each of the Company and its Subsidiaries has good and valid title to all properties and other assets which are reflected on the most recent consolidated balance sheet of the Company included in the Filed Company SEC Documents as being owned by the Company or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof thereof) and which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”practice and not in violation of this Agreement), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due security interests, mortgages and payablepledges that are disclosed in the Filed Company SEC Documents that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents, (iii) easementsobligations under an Intellectual Property License and (iv) such other imperfections or irregularities of title or other Liens that, rights of wayindividually or in the aggregate, and other similar encumbrances that do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections as presently conducted or irregularities of title or Liens as do not materially affect currently proposed by the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and Company’s management to be conducted. (b) Each of the Company and its Subsidiaries is the lessee or sublessee of all leasehold estates and leasehold interests reflected in either the Financial Statements Filed Company SEC Documents (or acquired after the date thereof thereof) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except for leases that other than any such leaseholds whose scheduled terms have expired by their terms since subsequent to the date thereof) (collectively with of such Filed Company SEC Documents). Each of the Owned Properties that constitute Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. Neither the Company nor any of its Subsidiaries owns real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Except as disclosed in Section 3.01(k) of the Company Disclosure Schedule, the Company or one of its Subsidiaries subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets (A) reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements 1996 Balance Sheet as being owned by either Purchaser the Company or one of its Subsidiaries subsidiaries (other than any such properties or acquired after the date thereof (except properties assets sold or otherwise disposed of since the such date thereof in the ordinary course of business consistent with past practice) or (B) acquired after September 30, 1996 which are material to the “Owned Properties”)Company's business on a consolidated basis, free and clear of all Liens of any nature whatsoeverLiens, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) and such Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates (x) reflected in either the Financial Statements 1996 Balance Sheet or (y) acquired after the date thereof September 30, 1996 which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is in full force and effect and constitutes a legal, valid without and binding obligation of, and is legally enforceable against, the respective parties thereto (except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing), and there is no default thereunder by the lessee or, to Purchaser’s Knowledgethe Company's knowledge, as of the date hereof, the lessorlessor that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company. There are no pending or, to Purchaser’s KnowledgeThe Company has not received written notice and does not otherwise have knowledge of any pending, threatened (or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in writing) condemnation proceedings against the Real Propertylieu of condemnation.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as has good andnot had and would not, as individually or in the aggregate, reasonably be expected to real propertyhave a Company Material Adverse Effect, the Company or a subsidiary of the Company (i) has good, marketable and fee simple title to the Company Owned Real Property and (ii) holds a valid leasehold interest in all the material properties and assets reflected subject to a Company Real Property Lease, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens liens, encumbrances, pledges, security interests, adverse claims, mortgages, deeds of any nature whatsoevertrust, hypothecations, charges or conditional sale or similar restrictions (“Liens”), except in all cases for (iA) statutory Liens liens securing payments not yet due or delinquent or which are being contested in good faith for which adequate reserves have been takenfaith, (iiB) Liens for real property Taxes not yet due and payable(1) such minor title defects or irregularities of title, (iii) non-monetary Liens, charges, easements, rights of way, covenants and other restrictions or encumbrances and (2) such matters which would be shown by a current title report or other similar encumbrances report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not not, in each case, materially affect the use use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (C) encumbrances for current Taxes or other governmental charges not yet due and delinquent, or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that are being contested in good faith by appropriate proceedings and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such Company (items in clauses (A) through (F) referred to herein as “Company Permitted Liens”). Section 3.17(a)(i) of the Company Disclosure Schedule contains a true and complete list of all real properties (collectively, “Permitted Encumbrances”), by name and (blocation) is owned by the lessee Company or any of all leasehold estates reflected in either the Financial Statements or acquired after its subsidiaries as of the date thereof hereof, in each case that are material to the Company and its subsidiaries, taken as a whole (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Company Material Owned Real Property”). The leases for real properties set forth on Section 3.17(a)(ii) of the Company Disclosure Schedule shall be referred to herein as the “Company Material Real Property Leases.” (b) Except as has not had and would not, free and clear individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) as of all Liens the date hereof, neither the Company nor any subsidiary has received any written notice of any nature whatsoevercondemnation, except for Permitted Encumbrancesrequisition or taking by a Governmental Entity with respect to Company Owned Real Property nor, to the knowledge of the Company, has any such condemnation been threatened in writing or contemplated, (ii) there are no unexpired option agreements, rights of first refusal or similar rights with respect to the Company Owned Real Property, and (iii) none of the Company nor any of its subsidiaries is in possession default or breach of any Company Real Property Lease, and, to the knowledge of the properties purported to be leased thereunderCompany, and each such lease is valid without no event has occurred which, with notice, lapse of time or both, would constitute a default thereunder or breach of any Company Real Property Lease by any of the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyCompany or its subsidiaries.

Properties. Either Purchaser Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries Subsidiaries: (ai) has good and, as to real property, marketable title to all the material properties real property and assets tangible personal property reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Audited Balance Sheet as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoeverLiens, except (iA) statutory Liens securing payments for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are is being contested in good faith for which adequate reserves have been takenby appropriate proceedings, (iiB) Liens for real property Taxes arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not yet due and payabledue, (iiiD) easementspurchase money Liens and Liens securing rental payments under capital lease arrangements, rights of way, and other similar encumbrances that 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 (ivE) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, (collectivelyF) mortgages, “Permitted Encumbrances”or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Audited Balance Sheet (or in the notes thereto), and (bG) other Liens being contested in good faith in the ordinary course of business and which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) is the lessee or sublessee of all leasehold or subleasehold estates reflected in either the latest Financial Statements or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased or subleased thereunder, and each such lease or subleased is valid without material default thereunder by the lessee or sublessee or, to Purchaserthe Company’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertylessor or sublessor.

Properties. Either Purchaser Except as disclosed in the First-Knox ▇▇▇ Documents filed prior to the date of this Agreement or in writing to the other party prior to the date hereof, First-Knox ▇▇ one of its Subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such First-Knox ▇▇▇ Documents as being owned by either Purchaser or First-Knox ▇▇ one of its Subsidiaries or acquired after the date thereof which are material to First-Knox'▇ ▇▇▇iness on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, whatsoever except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due liens on assets of Subsidiaries of First-Knox ▇▇▇ch are incurred in the ordinary course of their banking business and payable(C) such imperfections or irregularities of title, (iii) easementsclaims, rights of wayliens, and other similar charges, security interests, use restrictions or encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such First-Knox ▇▇▇ Documents or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s KnowledgeFirst-Knox'▇ ▇▇▇wledge, as of the date hereof, the lessor. There are no pending or, First-Knox ▇▇▇ furnished true and correct copies of all deeds and leases relating to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyreal property owned or leased by First-Knox ▇▇ any Subsidiary of First-Knox.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or a subsidiary of the Company (i) has good and, as to real propertygood, marketable and fee simple title to the Company Owned Real Property and (ii) holds a valid leasehold interest in all the material properties and assets reflected subject to a Company Real Property Lease, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens liens, encumbrances, pledges, security interests, adverse claims, mortgages, deeds of any nature whatsoevertrust, hypothecations, charges or conditional sale or similar restrictions (“Liens”), except in all cases for (iA) statutory Liens liens securing payments not yet due or delinquent or which are being contested in good faith for which adequate reserves have been takenfaith, (iiB) Liens for real property Taxes not yet due and payable(i) such minor title defects or irregularities of title, (iii) non-monetary Liens, charges, easements, rights of way, covenants and other restrictions or encumbrances and (ii) such matters which would be shown by a current title report or other similar encumbrances report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not not, in each case, materially affect the use use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (C) encumbrances for current Taxes or other governmental charges not yet due or delinquent, or for Taxes that are being contested in good faith by appropriate proceedings, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that are being contested in good faith by appropriate proceedings and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such Company (items in clauses (A) through (F) referred to herein as “Permitted Liens”). Section 3.14(a)(i) of the Company Disclosure Schedule contains a true and complete list of all real properties (collectively, “Permitted Encumbrances”), by name and (blocation) is owned by the lessee Company or any of all leasehold estates reflected in either the Financial Statements or acquired after its subsidiaries as of the date thereof hereof, in each case that are material to the Company and its subsidiaries, taken as a whole, (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Company Material Owned Real Property”). The leases for real properties set forth on Section 3.14(a)(ii) of the Company Disclosure Schedule shall be referred to herein as the “Company Material Real Property Leases”. (b) Except as would not, free and clear individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) as of all Liens the date hereof, neither the Company nor any subsidiary has received any written notice of any nature whatsoevercondemnation, except for Permitted Encumbrancesrequisition or taking by a Governmental Entity with respect to Company Owned Real Property nor, to the knowledge of the Company, has any such condemnation been threatened in writing or contemplated, (ii) there are no unexpired option agreements, rights of first refusal or similar rights with respect to the Company Owned Real Property, and (iii) none of the Company nor any of its subsidiaries is in possession default or breach of any Company Real Property Lease, and, to the knowledge of the properties purported to be leased thereunderCompany, and each such lease is valid without no event has occurred which, with notice, lapse of time or both, would constitute a default thereunder or breach of any Company Real Property Lease by any of the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyCompany or its subsidiaries.

Properties. Either Purchaser (a) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its the Company Subsidiaries owns good and marketable fee simple title (awith respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) to, or has a good andand valid leasehold interest in, each of the real properties identified as owned or leased by the Company in the Company SEC Reports or otherwise that is purported to be owned or leased by, or occupied by, the Company or a Company Subsidiary (collectively, the “Company Properties”). ‎Section 4.12(a) of the Company Disclosure Letter sets forth a true and complete list of all leases or ground leases pursuant to which the Company or any Company Subsidiary is a tenant as of the date of this Agreement (each, together with all amendments, modifications, supplements, renewals and extensions related thereto, a “Material Company Real Property Lease”). (b) Each Company Property is owned or leased, as the case may be, free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests, pledges, easements, restrictive covenants, encroachments, defects to real propertytitle or other encumbrances (“Encumbrances”), marketable title to all except for the material properties following: (i) liens for Taxes or other governmental charges, assessments or levies that are not yet due and assets reflected payable or the validity of which is being contested in either good faith by appropriate proceedings and for which there are adequate reserves on the latest audited balance sheet financial statements of the Company (if such reserves are required by GAAP), (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments practice that are not yet due and payable or the validity of which are is being contested in good faith by appropriate proceedings and for which there are adequate reserves have been takenon the financial statements of the Company (if such reserves are required by GAAP), (ii) Liens for real property Taxes or that are not yet due and payableotherwise material individually or in the aggregate, (iii) easementsall matters disclosed in the public records or in existing title policies, the existence of which does not, and would not reasonably be expected to, individually or in the aggregate, materially impair or interfere with the marketability, value or use and enjoyment of such real property (as such property is currently being used or, with respect to any development properties, intended to be used), (iv) easements whether or not shown by the public records, overlaps, encroachments and any matters not of record, in each case that would be disclosed by an accurate survey or a personal inspection of the property and the existence of which do not, and would not reasonably be expected to, individually or in the aggregate, materially impair or interfere with the marketability, value or use and enjoyment of such real property (as such property is currently being used or, with respect to any development properties, intended to be used), (v) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, which is not currently violated (other than violations of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such real property legally non-conforming pursuant to such zoning regulations or ordinances), or which violation is being contested in good faith by appropriate proceedings or which violation individually, or in the aggregate with other violations, are not reasonably expected to materially impair or interfere with the marketability, value or use and enjoyment of such real property (as such property is currently being used or, with respect to any development properties, intended to be used), (vi) Encumbrances, rights or obligations created by or resulting from the acts or omissions of wayParent or any Parent Subsidiary or any of their respective Representatives, contractors, invitees or licensees or any Person claiming by, through or under any of the foregoing, and (vii) other similar encumbrances non-monetary Encumbrances that do not, and would not reasonably be expected to, individually or in the aggregate, materially affect impair or interfere with the marketability, value or use and enjoyment of any such real property (as such property is currently being used or, with respect to any development properties, intended to be used). Section 4.12(b) of the Company Disclosure Letter sets forth a true and complete list of each contract related to Indebtedness secured by a lien, mortgage or similar security interest on any Company Property. (c) Section 4.12(c) of the Company Disclosure Letter sets forth a true and complete list of the real property which, as of the date of this Agreement, is under contract to be purchased by the Company or a Company Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by the Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. There are no written agreements to which either the Company or any Company Subsidiary is a party pursuant to which either the Company or any Company Subsidiary is obligated to buy or lease or sublease as a tenant any material real properties at some future date. (d) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are title insurance policies issued to the Company or the applicable Company Subsidiary for each Company Property, insuring the Company’s or the applicable Company Subsidiary’s fee or leasehold interest in each such Company Property, as applicable, and no written claim has been made against any such policy by the Company or any Company Subsidiary which remains outstanding. (e) Neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation, eminent domain or rezoning proceedings are pending or, to the Company’s Knowledge, threatened with respect to any of the Company Properties, that would, or would reasonably be expected to, interfere in any material manner with the current use of the properties or assets subject thereto or affected thereby Company Properties (assuming its continued use in the manner it is currently used or, with respect to any development properties, intended to be used), or otherwise materially impair business in any material manner the operations at of such properties and Company Properties (iv) such imperfections or irregularities of title or Liens as do not materially affect assuming its continued use in the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectivelymanner it is currently operated or, “Permitted Encumbrances”with respect to any Company Development Properties, intended to be operated), or (ii) any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, has been violated (and remains in violation) for any Company Property (b) is the lessee other than violations of all leasehold estates reflected in either the Financial Statements any zoning regulation or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”ordinance resulting from a change to such zoning regulation or ordinance which render such Company Property legally non-conforming pursuant to such zoning regulations or ordinances), free and clear of all Liens of any nature whatsoeverwhich have not been cured, except for Permitted Encumbrancescontested in good faith by appropriate proceedings or which violations would individually, and is or in possession of the properties purported aggregate, reasonably be expected to be leased thereunder, and each such lease is valid without default thereunder by material to the lessee or, to PurchaserCompany or any Company Subsidiary. To the Company’s Knowledge, the lessorcurrent use, occupancy and condition of the Company Properties and the operations thereon do not violate any applicable Laws, easement, covenant, condition, restriction or similar provision in any instrument of record or any unrecorded agreement affecting the Company Properties, in each case, except for violations which have been cured, contested in good faith by appropriate proceedings or such violations that would not individually, or in the aggregate, reasonably be expected to be material to the Company or any Company Subsidiary. (f) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except for any statutory rights or options to occupy or purchase any Company Property in favor of a Governmental Authority, neither the Company nor any of the Company Subsidiaries has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Company Property or any portion thereof. (g) To the Company’s Knowledge, each of the Company Properties has sufficient direct or indirect access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof. (h) Section 4.12(h) of the Company Disclosure Letter sets forth a true and complete list of the Company Properties which are under construction and/or development as of the date hereof and have budgeted annual expenses in excess of $10,000,000 (each, a “Company Development Property”, and, collectively, the “Company Development Properties”). There are no pending ordefaults under any of the Company Development Contracts which, individually or in the aggregate, have had, or would reasonably be expected to Purchaserhave, a Company Material Adverse Effect. To the Company’s Knowledge, threatened (in writingthe Company or the Company Subsidiaries have obtained any and all material approvals, consents and authorizations to conduct the current activity on the Company Development Properties and, to the Company’s Knowledge, no facts or circumstances exist which would reasonably be expected to lead to a failure to obtain any material approvals, consents and authorizations to initiate and complete the currently contemplated development, redevelopment or constructions of the Company Development Properties. ‎Section 4.12(h) condemnation proceedings against of the Real PropertyCompany Disclosure Letter lists the common name of each Company Property which is vacant land.

Properties. Either Purchaser Except as would not have or one reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or any of its Subsidiaries Subsidiaries: (a) has good and, as to real property, marketable title to all the material properties and assets tangible personal property reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Balance Sheet as being owned by either Purchaser the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoeverLiens, except (i) statutory Liens securing payments not yet due for current Taxes or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes other governmental charges not yet due and payable, (ii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) easementsother statutory liens securing payments not yet due, rights of way, and other similar encumbrances that 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 (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements, (v) such imperfections or irregularities of title title, claims, liens, charges, security interests, easements, covenants and other restrictions or Liens 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 properties, and (vi) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the financial statements included in the Financial Statements (collectively, the “Permitted EncumbrancesLiens”), ; and (b) is the lessee of all leasehold estates reflected in either the latest Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to Purchaser’s Knowledgethe knowledge of the Company, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyThe Company does not own any real property.

Properties. Either Purchaser Company or one of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements or latest interim financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has The Acquired Companies have good andand marketable, as to real propertyindefeasible, marketable fee simple title to to, or in the case of leased property and assets, have valid leasehold interests in, all the material properties property and assets (whether real, personal, tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired after the date thereof (Balance Sheet Date, except for properties and assets sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”)practices. None of such property or assets is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on Section 3.13(a) of the Company Disclosure Schedule; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been takenestablished on the Balance Sheet); or (iii) mechanics’, (ii) carriers’, workers’, repairers’ and similar Liens for real property Taxes arising or incurred in the ordinary course of business with respect to amounts not yet due and payable, payable (clauses “(i)” through “(iii)” of this Section 3.13(a) easementsare, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, the “Permitted EncumbrancesLiens”), and . (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no developments affecting any such property or assets pending or, to Purchaser’s Knowledgethe Knowledge of the Company threatened, threatened which would reasonably be expected to materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets. All leases of such real property and personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. (c) The machinery and equipment used or owned by each Acquired Company has no material defects, is in writinggood operating condition and repair and has 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 is adequate and suitable for its present uses. (d) condemnation proceedings against The property and assets owned or leased by the Real PropertyAcquired Companies, or which they otherwise have the right to use, constitute all of the property and assets used or held for use in connection with the businesses of the Acquired Companies and are sufficient to conduct such business as currently conducted.

Properties. Either Purchaser Except as does not have and would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect on the Company, the Company or a subsidiary of its Subsidiaries (a) the Company owns and has good andand valid title to, as or holds valid rights to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold lease or otherwise disposed use, all items of since real and personal property that are necessary to permit it to conduct the date thereof business of the Company and its subsidiaries taken as a whole as currently conducted, in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all liens, encumbrances, pledges, hypothecations, charges, mortgages, security interests, options, rights of first offer or last offer, preemptive rights, claims and defects, and imperfections of title (“Liens”) (except in all cases for (A) Liens of permissible under any nature whatsoeverapplicable loan agreements and indentures, except (iB) statutory Liens liens securing payments not yet due due, (C) with respect to real property (1) zoning, building codes and other state and federal land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are being contested in good faith for which adequate reserves have been takenimposed by any Governmental Entity having jurisdiction over such real property, (ii2) Liens for real property Taxes not yet due such imperfections or irregularities of title, Liens, easements, covenants and payable, other restrictions or encumbrances (iii) including easements, rights of way, and options, reservations or other similar encumbrances matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection), as do not materially and adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (D) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (ivE) such imperfections pledges or irregularities deposits made in the ordinary course of title business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or Liens as do similar legislation or to secure public or statutory obligations, (F) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business relating to obligations which are not materially affect the use of the properties overdue or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)that are being contested in good faith, and (bG) is mortgages, or deeds of trust, security interests or other encumbrances on title related to (x) indebtedness reflected on the lessee of all leasehold estates reflected most recent balance sheet included in either the Financial Statements SEC Reports filed prior to the date hereof or acquired (y) indebtedness incurred after the date thereof (except for leases that have expired by their terms since the date thereofhereof, in compliance with Section 6.1(d)(v)) (collectively with the Owned Properties that constitute real property, the items in clauses (A) through (G) are referred to herein as “Real PropertyPermitted Liens”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to Schedule 5.08(a) correctly describes all real property, marketable title to all ---------- ---------------- property used in the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet Business included in the Financial Statements as being owned by either Purchaser Assets (the "Real Property"), ------------- which SQLSoft 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 SQLSoft 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) SQLSoft has good and marketable, indefeasible, fee simple title to, or in the case of leased Real Property has valid leasehold interests in, all Assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired after the date thereof Balance Sheet Date (the "Assets"), except for the properties and assets sold or otherwise disposed of since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practicepractices. (ii) All leases of Real Property or personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such lease of real property or personal property any material default or any event which with notice or lapse of time or both would constitute a material default. (the “Owned Properties”)d) No Asset is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been takenestablished 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) Liens for real property Taxes not yet due and payable, (iii) easementsare, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “the "Permitted Encumbrances”--------- Liens"), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser (a) Suncrest or one of its Subsidiaries (ai) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Suncrest or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) including, but not limited to, any automated teller machines (the “Suncrest Owned Properties”), free and clear of all Liens of any nature whatsoever, except (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iiiC) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities, and (ivD) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates reflected in either leased by Suncrest or one of its Subsidiaries (the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (“Suncrest Leased Properties” and, collectively with the Suncrest Owned Properties that constitute real propertyProperties, the “Suncrest Real PropertyProperties”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Suncrest or, to Purchaser’s Knowledgethe Knowledge of Suncrest, the lessor. There None of Suncrest or any of its Subsidiaries owns, and 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. Section 4.21 of the Suncrest Disclosure Schedule contains a complete and correct list of all Suncrest Owned Properties. Section 4.21 of the Suncrest Disclosure Schedule contains a complete and correct list of all Suncrest Leased Properties and together with a list of all applicable leases and the name of the lessor (each, a “Lease”). (b) Each of the Suncrest Real Properties (i) complies in all material respects with all applicable Laws, including all laws, regulations, ordinances, or orders relating to zoning, building and use permits, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Occupational Health and Safety Act of 1970 (“OSHA”) and all similarly motivated state and local laws , and (ii) may, under applicable zoning ordinances, be used for the purposes for which it currently is used as a matter of right rather than by grant of variance or as a conditional or nonconforming use. Neither Suncrest nor any of its Subsidiaries has received any written notices from any Governmental Authority of any violations of, any claims made or threatened regarding noncompliance with, or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with, the ADA, OSHA or any similarly motivated state and local Laws. Suncrest and its Subsidiaries have accrued all expenses necessary to comply with any ADA or OSHA requirements on its Interim Financial Statements. (c) All buildings, structures, improvements and fixtures on each of the Suncrest Real Properties and the equipment located thereon are adequate for the conduct of the business of Suncrest and its Subsidiaries as presently conducted, ordinary wear and tear excepted. All tangible properties of Suncrest or any of its Subsidiaries that are material to the business, financial condition, results of operations of Suncrest and its Subsidiaries are in a good state of maintenance and repair, except for ordinary wear and tear, and are adequate for the conduct of the business of Suncrest and its Subsidiaries as presently conducted. (d) Each of the leases for the Suncrest Leased Property is valid and existing and in full force and effect, and no pending orparty thereto is in material default and no notice of a claim of default by any party has been delivered to Suncrest or any of its Subsidiaries, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a material default or excuse performance by any party thereto, provided that with respect to matters relating to any party other than Suncrest or one of its Subsidiaries, the foregoing representation is based on the Knowledge of Suncrest. (e) As to Suncrest and its Subsidiaries, none of the Suncrest Real Properties has been condemned or otherwise taken by any Governmental Authority and, to Purchaser’s Knowledgethe Knowledge of Suncrest, 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. None of the premises or properties of Suncrest or any of its Subsidiaries is subject to any current interests of third parties or other restrictions or limitations that would materially impair or be materially inconsistent with the current use of such property by Suncrest or such Subsidiary. (f) Suncrest has made available to Parent true, accurate and complete copies of each of the following to the extent in writingthe possession or control of Suncrest or its Subsidiaries and in any way related to any of the Suncrest Real Properties: (i) condemnation proceedings against the Real Propertytitle commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and zoning letters, and (v) licenses and permits. (g) Neither Suncrest nor any of its Subsidiaries has applied for or received permission to open any additional branch or operate at any other location.

Properties. Either Purchaser (i) Other than with respect to the Parent Real Properties (which are addressed in clauses (ii)-(iv) of this Section 3.2(o)), Parent, AcquisitionCo or one of its the other Subsidiaries of Parent (aA) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Parent Public Documents as being owned by either Purchaser Parent or one of its Subsidiaries or acquired after the date thereof that are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii2) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise materially impair in any material respect the business operations at such properties and (iv3) mortgages, deeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of Parent (such imperfections or irregularities of title or Liens 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 in clauses (collectively1) through (3), “Parent Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Parent Public Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to PurchaserParent’s Knowledgeknowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) The Company has (i) good and, as to real property, marketable and valid title to all material tangible assets (other than the material properties and assets reflected Real Properties which are covered below) used in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof businesses (except properties for property sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicepractices), (ii) good and valid fee simple title (which is insurable at regular rates by a reputable title company) to the “Owned Properties”Fee Properties (as hereinafter defined), and (iii) valid leasehold interests in the Leased Properties (as hereinafter defined), in the case of each of clauses (i) through (iii) above, free and clear of all Liens of any nature whatsoeverLiens, except for the following: (iA) statutory Those matters relating to each Fee Property and Leased Properties set forth on Schedule 2.9(a); (B) Liens securing payments disclosed on the Actual Balance Sheet or the notes thereto; (C) Liens for taxes not yet due or which are being contested in good faith or which, though due, may be paid without interest or penalty, in each case for which adequate accruals or reserves have been established on the Actual Balance Sheet; or (D) In the case of the Real Properties, Liens that do not secure any monetary obligations and that do not materially (individually or in the aggregate with all other matters) detract from the value of the property to which they relate as now used or adversely affect the continued use of the property to which they relate in the conduct of the business of the Company currently conducted thereat, or in the case of personal property, Liens that do not secure any monetary obligations and that do not materially (individually or in the aggregate with all other matters) detract from the value of the property to which they relate, as now used or adversely affect the continued use of such assets in the conduct of the business of the Company as currently utilized. (b) Schedule 2.9(b) identifies all of the material real properties owned (the "Fee Properties") or leased (the "Leased Properties") by the Company (the Fee Properties and the Leased Properties, collectively, the "Real Properties"). (c) Except as set forth on Schedule 2.9(c), to the Company's knowledge, the buildings and structures constituting part of the Fee Properties and the Leased Properties and related equipment, are in good operating condition and repair and have been properly maintained in a manner 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 damage by fire and other casualty covered by insurance excepted), and are structurally sound. (d) Except as set forth on Schedule 2.9(d) or as would not reasonably be expected to result in a Company Material Adverse Effect, the buildings and structures constituting part of each of the Fee Properties and the Leased Properties currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from such property 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 reasonably necessary for the current use of such properties. (e) The installation and construction of the buildings and structures located on the Fee Properties and the Leased Properties have been completed in material compliance with all laws, rules, regulations, judgments, orders, permits, licenses and other requirements of and agreements with all Governmental Entities applicable to such properties; and all building permits, certificates of occupancy, licenses and other authorizations required for current uses of such properties have been obtained, other than those the failure of which to obtain would not materially adversely affect the continued use of the relevant property as now used, and true and complete copies thereof (to the extent in the Company's possession) have been provided to the Investors. The provisions of this Section do not apply to the requirements under Environmental Laws, which are covered elsewhere in this Agreement. (f) Except as set forth in Schedule 2.9(f), (i) each lease entered into for the Leased Properties (each, a "Real Property Lease") is in full force and effect and has not been amended, modified or supplemented, (ii) except as is being contested in good faith and for which adequate reserves have been takenestablished in accordance with GAAP, (ii) Liens for real property Taxes not yet due all rent and payableother sums and charges payable under each Real Property Lease are current, (iii) easements, rights no notice of way, and other similar encumbrances that do not materially affect a material default on the use part of the properties tenant or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and termination notice has been served under any Real Property Lease which remains outstanding, (iv) such imperfections or irregularities of title or Liens other than as do not materially affect the use may exist as of the properties date hereof (but not as of the Closing Date) or assets subject thereto by reason of filing of the Petition, no uncured material default or affected thereby termination event exists (and no condition exists which with the giving of notice or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), the passage of time or both would constitute a material default or termination event) under any Real Property Lease and (bv) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession consummation of the properties purported transactions provided for herein will not constitute a material default under any Real Property Lease or grounds for the termination thereof (g) To the Company's knowledge, there is no underlying Lien affecting the Leased Properties which is superior to be leased thereunder, and each the interest of the tenant under such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. lease. (h) There are no pending orencroachments or other facts or conditions affecting any of the Fee Properties or the Leased Properties that would be revealed by an accurate survey or inspection thereof which would, individually or in the aggregate, materially detract from the value of such property as now used or materially adversely affect the continued use of such property in the conduct of the business of the Company as currently utilized. None of the material buildings and structures on the Fee Properties or the Leased Properties materially encroaches upon real property of another person or upon the area of any easement (other than encroachments on utility easements to Purchaser’s Knowledgethe extent such encroachments would not, threatened (individually or in writingthe aggregate, materially detract from the value of such property as now used or materially adversely affect the continued use of such property in the conduct of the business of The Company as currently utilized) condemnation proceedings against affecting the Real PropertyFee Properties or Leased Properties.

Properties. Either Purchaser or one (i) Each of Seller and its Subsidiaries (a) has owns good and, as to real property, and marketable title to all of the material properties real property and assets all of the personal property, fixtures, furniture and equipment owned by it as reflected in either the latest audited balance sheet or latest interim balance sheet included Latest Seller Balance Sheet (other than real property reflected in the Financial Statements Latest Seller Balance Sheet as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”OREO), free and clear of all Liens of any nature whatsoeverliens and encumbrances, except for (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takenmortgages on real property as Previously Disclosed, (iiB) Liens encumbrances which do not materially affect the value of, or interfere with the past or future use or ability to convey, the property subject thereto or affected thereby, (C) liens for real property Taxes current taxes and special assessments not yet due and payable, (D) leasehold estates with respect to multi-tenant buildings owned by it, (E) mechanic's, materialman's and other liens imposed by operation of law, and (F) property disposed of since the date of the Latest Seller Balance Sheet in the ordinary course of business; PROVIDED, HOWEVER, that no disposal of any fee interest in real property housing Seller branches, loan offices or offices engaged in Seller operations shall be considered to be in the ordinary course of business. (ii) Seller has previously made available to Acquirer complete and accurate copies of each of the real estate leases of Seller or any of its Subsidiaries, including all amendments and modifications thereto (such leases, as amended and modified, the "Leases"). As of the date of this Agreement, the Leases are in full force and effect, and Seller or such Subsidiary, as applicable, has valid and existing leasehold interests under the Leases for the terms set forth therein. With respect to the Leases, none of Seller or its Subsidiaries is in default, and, to Seller's Knowledge, none of the other parties to any of the Leases is in default, and, to Seller's Knowledge, no circumstances (not in the control of Seller) exist which could result in such a default under any of such Leases. (iii) easements, rights The rent rolls previously made available to Acquirer are true and correct in all material respects and describe all occupancies and the material terms of way, and other similar encumbrances that do not materially affect the use each occupancy as of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and dates thereof. (iv) such imperfections or irregularities of title or Liens as do not materially affect the use All of the properties or assets subject thereto or affected thereby or otherwise materially impair buildings, fixtures, furniture and equipment necessary for the conduct of the business operations at such properties (collectivelyof Seller and its Subsidiaries are in good condition and repair, “Permitted Encumbrances”)ordinary wear and tear excepted, and (b) is are usable in the lessee ordinary course of business. Each of Seller and its Subsidiaries owns, or leases under valid leases, all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real buildings, fixtures, furniture, personal property, land improvements and equipment necessary for the “Real Property”), free and clear conduct of all Liens of any nature whatsoever, except for Permitted Encumbrances, and its business as it is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertypresently being conducted.

Properties. Either Purchaser or one of its Subsidiaries Farmers (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Farmers’ Financial Statements as being owned by either Purchaser or one of its Subsidiaries Farmers or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Farmers Owned Properties”“), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Farmers Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Farmers’ Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Farmers Owned Properties that constitute real property, the “Farmers Real Property”“), free and clear of all Liens of any nature whatsoever, except for Farmers Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Farmers’ Knowledge, the lessor. There are no pending or, to Purchaser’s Farmers’ Knowledge, threatened (in writing) condemnation proceedings against the Farmers Real Property.

Properties. Either Purchaser or one The Company and each of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties assets and assets reflected in either the latest audited balance sheet properties, whether real or latest interim balance sheet included 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 most recent Company Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof Statements; (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (ib) statutory Liens securing payments liens for Taxes not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate appropriate reserves have been takenestablished and reflected on the Company Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the Ordinary Course of Business; (ii) Liens for real property Taxes not yet due and payable, (iiid) easements, rights of way, and other similar encumbrances that 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 properties; and (ive) such imperfections or minor defects and irregularities of in title or Liens as and encumbrances that do not materially affect impair the use of thereof for the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties purposes for which they are held (collectively, the “Permitted EncumbrancesExceptions”). The Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and (b) is the lessee of control any and all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be respective property leased thereunderby it, and each such lease is valid and without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There are no pending orAll 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, to Purchaser’s Knowledgeand do not encroach upon the property of, threatened (in writing) condemnation proceedings against or otherwise conflict with the Real Propertyproperty rights of, any other Person.

Properties. Either Purchaser Company or one of its Subsidiaries (a) has good and, as to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser All real property owned or one leased by a Seller Party or Subsidiary and used for branch operations, or otherwise used by it in the conduct of its Subsidiaries (a) business or otherwise owned by it, has been Previously Disclosed. With respect to such real property that is owned by a Seller Party or Subsidiary, such Party has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except (i) Liens for current taxes and assessments not yet due and payable and for which adequate reserves have been established, (ii) Liens set forth in policies for title insurance of such properties delivered to the Purchaser Parties, (iii) survey imperfections set forth in surveys of such properties delivered to the Purchaser Parties (iv) as Previously Disclosed (v) Liens which do not materially affect the value of such property or do not materially interfere with the use made of such property by Seller Parties ((i) through (v) being referred to as “Permitted Liens”). With respect to such real property that is leased by Seller Parties, the Seller Party or Subsidiary has a good and marketable leasehold estate in and to such property (except for the matters described in clauses (i)-(v) hereof), Seller Parties have delivered true, correct and complete copies of such lease(s), together with all amendments thereto, to the Purchaser Parties, and, except as has not had or would not reasonably be expected to have a Material Adverse Effect, (i) any such lease is in full force and effect and will not lapse or terminate prior to the Effective Date, (ii) neither a Seller Party or Subsidiary nor the landlord thereunder is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and enjoyable obligations of the parties thereto, the transactions contemplated hereby will not require the consent of any landlord under any such lease, or such consent shall have been obtained, and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real propertyproperty subject to any such lease, marketable title (iii) the lessee has the benefit of a non-disturbance agreement from the holder or beneficiary of such mortgage, deed of trust or other security instrument that provides that the lessee’s use and enjoyment of the real property subject to all such lease will not be disturbed as a result of the material properties landlord’s default under any such mortgage, deed of trust or other security instrument, provided lessee is not in default of any of its obligations pursuant to any such lease beyond the expiration of any notice and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being cure periods. All real and personal property owned by either Purchaser a Seller Party or one of Subsidiary or presently used by it in its Subsidiaries or acquired after the date thereof respective business is in good condition (except properties sold or otherwise disposed of since the date thereof ordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with its past practice) (the “Owned Properties”)practices. Seller Parties and their Subsidiaries have good and marketable and insurable title, free and clear of all Liens to all of any nature whatsoevertheir material properties and assets, other than real property, except (i) statutory Liens securing payments not yet due or which are being contested pledges to secure deposits incurred in good faith for which adequate reserves have been takenthe ordinary course of banking business consistent with past practice, (ii) Liens for real property Taxes such imperfections of title and encumbrances, if any, as are not yet due and payablematerial in character, amount or extent (iii) easements, rights of way, and other similar encumbrances that 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 as Previously Disclosed and (iv) such imperfections Permitted Liens. All personal property which is material to the business of Seller Parties and their Subsidiaries and leased or irregularities of title licensed by Seller Parties or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee orSubsidiaries is, to Purchaser’s Seller Parties’ Knowledge, held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.Effective Time

Properties. Either Purchaser Neither Sun nor any Sun Affiliated Entity owns any real estate other than as described in the Sun Disclosure Schedule, and all leases of real property to which Sun or one an Sun Affiliated Entity is a party or by which it is bound ("Sun Property Leases") are in full force and effect and are set forth on the Sun Disclosure Schedule. There exists no default under such Sun Property Leases, nor any event which with notice or lapse of its Subsidiaries (a) has good andtime or both would constitute a default thereunder, as to real property, marketable title to all which default would have a Material Adverse Effect. All of the material properties and assets reflected in either the latest audited balance sheet which are owned by Sun or latest interim balance sheet included an Sun Affiliated Entity are owned free and clear of any Lien, except for Liens described in the Financial Statements Sun Disclosure Schedule or Permitted Liens (as defined below). Sun or such Sun Affiliated Entity has good and indefeasible title with respect to such owned properties and assets subject to no Liens, other than those described in the Sun Disclosure Schedule or Liens permitted under this Section 2.14, and to all of the properties and assets necessary for the conduct of their business other than to the extent that the failure to have such title would not have a Material Adverse Effect. "PERMITTED LIENS" shall mean (i) any lien, encumbrance or defect which does not materially detract from the fair market value (free of such lien, encumbrance or defects) of the property or assets subject thereto or materially interfere with the current use by Sun of the property or assets subject thereto or affected thereby, (ii) any liens or encumbrances for taxes not delinquent or which are being owned contested in good faith, provided that adequate reserves for the same have been established in the most recent financial statements of Sun to the extent required by either Purchaser GAAP applied on a consistent basis, (iii) any liens or one of its Subsidiaries or acquired after the date thereof encumbrances for current taxes and assessments not yet past due, and (except properties sold or otherwise disposed of since the date thereof iv) any inchoate mechanics and materialmen's liens and encumbrances for construction in process, (iv) any workmen's, repairmen's, warehousemen's and carrier's liens and encumbrances arising in the ordinary course of business consistent with past practice) (which do not in the “Owned Properties”), free and clear aggregate materially detract from the value of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due Sun's business assets or properties or materially impair the use thereof or which are being contested in good faith by appropriate proceedings which have the effect of preventing the forfeiture or sale of such business or property subject to any such lien or encumbrance and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected established in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively accordance with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyGAAP.

Properties. Either Purchaser or one of its Subsidiaries (a) Seller owns any legal or equitable interest in any real property. Seller has good and, as to real property, and marketable title to all the material other properties and assets reflected material thereto, used in either the latest audited balance sheet its business or latest interim balance sheet included owned by it (except real and other properties and assets as are held pursuant to leases or licenses described in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”Seller Disclosure Letter), free and clear of all Liens of any nature whatsoeverliens, mortgages, security interests, pledges, charges, and encumbrances (except such as are listed in the Seller Disclosure Letter). (ib) statutory Liens securing payments not yet due All accounts and notes receivable reflected on the Last Seller Balance Sheet, or which are being contested in good faith for which adequate reserves arising since the Last Seller Balance Sheet Date, have been takencollected, or are and will be good and collectible, in each case at the aggregate recorded amounts thereof without right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor, and, if not collected, can reasonably be anticipated to be paid within 180 days of the date incurred. (iic) Liens for real property Taxes Set forth in the Seller Disclosure Letter is a true and complete list of all tangible properties and assets owned by Seller or leased or licensed by Seller from or to a third party (including inventory but not yet due and payable, (iii) easements, rights of wayincluding Intangibles), and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at with respect to such properties and assets leased or licensed by Seller from or to a third party, a description of such lease or license. All such properties and assets (ivincluding Intangibles) owned by Seller are reflected on the Last Seller Balance Sheet (except for acquisitions subsequent to the Last Seller Balance Sheet Date and prior to the Closing Date, which are either noted in the Seller Disclosure Letter or are approved in writing by Seller). All tangible properties and assets owned by Seller or leased or licensed by Seller from or to a third party are in good and usable condition (reasonable wear and tear which is not such imperfections or irregularities of title or Liens as do not materially to affect adversely the use operation of the businesses of Seller excepted). (d) To the best of Seller's knowledge, no real property owned by Seller or leased or licensed by Seller from or to a third party lies in an area which is, or will be, subject to zoning, use, or building code restrictions which would prohibit, and, to the best of Seller's knowledge, no state of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, or licensing of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, or licensing of such real property in the businesses in which Seller or such Seller Subsidiary is now engaged or the businesses in which it contemplates engaging. (e) The properties and assets (including Intangibles) owned by Seller (other than those leased or licensed by Seller or any Seller Subsidiary to a third party) or leased or licensed by Seller from a third party constitute all such properties and assets which are necessary to the business of Seller as presently conducted or as they contemplate conducting. (f) Seller has not caused or permitted its businesses properties, or assets subject thereto to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or affected thereby process any Hazardous Substance except in compliance with all applicable laws, rules, regulations, orders, judgments, and decrees, and has not caused or permitted the Release of any Hazardous Substance on or off the site of any property of Seller. (g) Except as set forth in the Seller Disclosure Letter, (A) Seller is in compliance in all material respects with all Environmental Laws that are applicable to its business, (B) Seller has not received notice from any governmental authority or third party of an asserted claim under Environmental Laws, which claim is required to be disclosed in the Seller Disclosure Letter, (C) to the best knowledge of Seller, Seller is not likely to be required to make future material capital expenditures to comply with Environmental Laws, (D) no property which is owned, leased or occupied by Seller has been designated as a Superfund site pursuant to the Comprehensive Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. ss. 9601, et seq.), or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)designated as a contaminated site under applicable state or local law, and (bE) Seller is the lessee of all leasehold estates reflected not in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens violation of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported federal or state law or regulation relating to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyoccupational safety or health.

Properties. Either Purchaser AmerUs or one or more of its Subsidiaries (ai) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements AmerUs SEC Documents as being owned by either Purchaser AmerUs or one or more of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoeverwhatsoever (“Liens”), except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) easementsclaims, rights of wayliens, and other similar charges, security interests or encumbrances that 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 properties, other than, in each case, which individually or in the aggregate, would not reasonably be expected to have an AmerUs Material Adverse Effect and (ivC) zoning and building codes and other applicable Laws regulating the use, development and occupancy of real property and permits consents and rules under such imperfections or irregularities of title or Liens as Laws that do not materially affect the use use, development and occupancy of the properties or assets subject thereto or affected thereby such real property or otherwise materially impair the business operations at such properties (collectively, “Permitted Encumbrances”), property and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited balance sheet included in the AmerUs SEC Documents as being leased by AmerUs or acquired one or more of its Subsidiaries or leased after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe knowledge of AmerUs, the lessor. There are no pending orlessor other than, in each case, which individually or in the aggregate, would not reasonably be expected to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave an AmerUs Material Adverse Effect.

Properties. Either Purchaser or one of its Subsidiaries (a) The Company (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) Company including, but not limited to, any automated teller machines (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold estates reflected in either leased or subleased by the Financial Statements or acquired after Company (the date thereof (except for leases that have expired by their terms since the date thereof) (“Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or subleassee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There The Company does not own, and is not 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. Section 3.21(a)-(a) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Properties. Section 3.21(a)-(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Leased Properties and together with a list of all applicable leases or subleases and the name of the lessor or sublessor (each, a “Lease”). (b) All buildings, structures, improvements and fixtures on the Company Real Property and the equipment located thereon are in good operating condition and repair, ordinary wear and tear excepted, and conform to all applicable Laws. All tangible properties of the Company that are material to the business, financial condition, results of operations of the Company are in a good state of maintenance and repair, except for ordinary wear and tear, and are adequate for the conduct of the business of the Company as presently conducted. (c) To the Knowledge of Company, the buildings, driveways and all other structures and improvements upon the Company Owned Properties are all within the boundary lines of such property or have the benefit of valid easements and there are no pending orencroachments thereon that would affect the use thereof. To the Knowledge of Company there are no outstanding requirements or recommendations by any insurance company that has issued a policy covering the Company Owned Properties, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (d) Each of the leases for the Company Leased Property is valid and existing and in full force and effect, and no party thereto is in default and no notice of a claim of default by any party has been delivered to the Company, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a default or excuse performance by any party thereto, provided that with respect to matters relating to any party other than the Company, the foregoing representation is based on the Knowledge of the Company. (e) As to the Company, none of the Company Real Property has been condemned or otherwise taken by any Governmental Entity and, to Purchaser’s Knowledgethe Knowledge of the Company, 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. To the Knowledge of the Company, none of the premises or properties of the Company is subject to any current interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such property by the Company. (f) The Company has delivered to Parent true, accurate and complete copies of each of the following to the extent in writing) condemnation proceedings against the possession or control of the Company and in any way related to any of the Company Real Property: (i) title commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and zoning letters, and (v) licenses and permits. (g) Since January 1, 2014, the Company has not applied for or received permission to open any additional branch or operate at any other location other than the Westlake Branch Office.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect, the Company or a subsidiary or Affiliated Entity of its Subsidiaries (a) the Company owns and has good andand valid fee simple title to, as or holds valid rights to real property, marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold lease or otherwise disposed use, all items of since real and personal property that are material to the date thereof business of the Company and its subsidiaries and Affiliated Entities, taken as a whole, in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens liens, encumbrances, claims and defects, and imperfections of any nature whatsoever, title (“Liens”) (except in all cases for (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, including liens of lessors pursuant to the terms of any lease, (iii) easements, rights of way, and other similar encumbrances that 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 (ivB) such imperfections or irregularities of title title, Liens, charges, easements, covenants and other restrictions or Liens 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 (collectivelyas currently conducted; easements, “Permitted Encumbrances”)rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and (b) is accurate survey or physical inspection of the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, (C) encumbrances for current Taxes or other governmental charges not yet delinquent or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided in accordance with GAAP, (D) pledges or deposits made in the ordinary course of business consistent with past practices to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practices for amounts which are not yet past due) and (F) mortgages, liens, deeds of trust, security interests or other encumbrances related to indebtedness reflected on the consolidated financial statements of the Company (items in clauses (A) through (F) referred to herein as “Real PropertyPermitted Liens”), free and clear of all Liens of ; provided that no representation is made under this Section 3.14 with respect to any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Intellectual Property.

Properties. Either Purchaser (i) Except as set forth in the Company Letter, the Company or one of its Subsidiaries (aA) has good andgood, as to real property, valid and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet financial statements included in the Company Financial Statements as being owned by either Purchaser the Company or one of its Subsidiaries Subsidiaries, or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens mortgages, pledges, security interests, claims, liens, charges, options or other encumbrances of any nature whatsoeverwhatsoever (including, without limitation, in the case of real property, easements and rights-of-way) (collectively, "Liens"), except (ix) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiy) Liens for real property Taxes not yet due on assets of any Subsidiary incurred in the ordinary course of a commercial banking business and payable, (iiiz) easements, rights such Liens and imperfections or irregularities of way, and other similar encumbrances title that 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 (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”)properties, and (bB) is the lessee of all leasehold estates reflected re flected in either the latest audited financial statements included in the Company Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Company's knowledge, the lessor. (ii) The Company has set forth in the Company Letter the street address of all real property currently owned by the Company or any Subsidiary, including properties held by the Company or any Subsidiary as a result of foreclosure or repossession or carried on the Company's or any Subsidiary's books as "other real estate owned" (the "Current Real Properties"). There Except as set forth in the Company Letter, the Current Real Properties are generally in good condition and have been well maintained in accordance with reasonable and prudent business practices applicable to like facilities. Except as set forth in the Company Letter, there are no pending orproceedings, to Purchaser’s Knowledgeclaims, threatened (in writing) condemnation proceedings against disputes or conditions affecting any of the Current Real PropertyProperties or leasehold interests of the Company or any Subsidiary that, insofar as reasonably can be foreseen, may curtail or interfere with the use of such property.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to Neither the Company nor any Subsidiary owns any real property, . The Company and the Subsidiaries have good and marketable title to to, or in the case of leased property have valid leasehold interests in, all the material properties and assets reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired after the date thereof (Balance Sheet Date, except properties sold for assets sold, or otherwise disposed of leaseholds terminated, since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”)practices. None of such assets is subject to any Liens, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, established on the Balance Sheet); (iii) easements, rights of way, and other similar encumbrances that Liens which do not materially affect detract from the value of such property or assets as now used, or materially interfere with any present or intended use of the properties such property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and assets; (iv) Liens attaching by operation of law, incurred in the ordinary course of business consistent with past practices and securing payments not past due; or (v) Liens with respect to which deposits or pledges have been made to obtain the release of any such imperfections or irregularities of title or Liens 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 described in clause (collectively, “Permitted Encumbrances”), and iv) above. (b) is The accounts receivable reflected on the lessee of Balance Sheet and all leasehold estates reflected in either accounts receivable arising between the Financial Statements or acquired after Balance Sheet Date and the date thereof (except for leases that have expired by their terms since of this Agreement arose from bona fide transactions in the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free ordinary course of business and clear of all Liens of any nature whatsoever, except for Permitted Encumbrancesare not subject to offset or deduction, and is in possession the goods and/or services involved have been sold, delivered and/or fully-performed. Management of the properties purported Company believes that adequate provision has been made for contractual discounts and adjustments to be leased thereunder, and each all such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyaccounts receivable from third-party payors.

Properties. Either Purchaser or one of its Subsidiaries (a) Schedule 2.12(a) sets forth an accurate and complete list and description (by owner) of all real property leased by the Company (the "Land"). No real property is owned by the Company. The Company has good a valid leasehold interest in and to the Land pursuant to the Lease, and good, marketable and insurable title to the building, fixtures and improvements thereon ("Improvements" and, as to real propertytogether with the Land, marketable title to all the material properties and assets reflected "Real Property"), in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”)each case, free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, real estate Taxes (iigeneral and specific) Liens for real property Taxes not yet due and payable, (iiiii) easements, rights of waycovenants, restrictions and other similar encumbrances that of record listed on Schedule 2.12 (a) which do not materially affect currently in the aggregate interfere in any material respect with the use of the properties Real Property or assets subject thereto impair in any material respect the conduct of the Business, and which, in the case of utility easements, are not located under any Improvement or affected thereby or otherwise amusement ride nor materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of any Improvement or amusement ride or (iii) on the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties date hereof (but not on the Closing Date), Liens with respect to the Retired Debt and the Released Debt (collectively, “the "Permitted Encumbrances”Liens"). Schedule 2.12(a) also sets forth with respect to such Real Property a list of all appraisal reports (if any), surveys and environmental reports held or controlled by the Sellers or the Company, copies of which have been provided to Buyer. Except as set forth in Schedule 2.12(a), all Improvements are in good operating condition (subject to normal wear and tear) with no structural or other defects known to the Sellers or the Company that could interfere in any material respect with the operation of the Business, are located within applicable boundary lines and are suitable for the purposes for which they are currently used. The Business is not in violation in any material respect of any building, zoning, anti-pollution, health, occupational safety or other Law or any Order or Permit in respect of the Real Property. Except as disclosed on Schedule 2.12(a), no person, other than the Company, has any right to occupy or possess any of the Real Property. Schedule 2.12(a) also includes a description of all water, electrical and other utilities used in the conduct of the Business which are available to the Real Property and which, as of the Closing Date, will be sufficient to permit the continued conduct of the Business substantially as it has been conducted since January 1, 1999. No portion of the Real Property lies within a wetlands area or a flood plain, and the Real Property has access to publicly dedicated roads. Except as described on Schedule 2.12(a), all of the Real Property is available for immediate use in the conduct and operations of the Business. There is no pending or, to the knowledge of Sellers or the Company, threatened condemnation or eminent domain proceedings that would adversely affect the Real Property, or any part thereof. The Company and Sellers have furnished to Buyer copies of any and all notices or reports received by any of them during the prior five years from any insurance company, engineer, or any Governmental Body with respect to any material violations (or potential material violations) of any applicable Law affecting the Real Property or otherwise requiring or recommending work be performed on or at any portion of the Real Property, and all of such violations and requirements set forth in such notices and reports have been cured or fulfilled to the satisfaction of those entities or will be cured or fulfilled as of the Closing Date or at such later date as may be agreed upon by the parties hereto at Seller's sole expense. No person has any right to purchase (including right of first refusal right of first offer) any of the Assets (other than Inventory in the ordinary course of the Business). Sellers have heretofore delivered to Buyer a true and correct copy of the Concomitant Development Agreement, dated January 30, 1998, between the Company and the City of Federal Way (the "City") as amended on June 30, 2000 (as amended, the "Development Agreement"). The Development Agreement is a valid and binding agreement of the Company and, to the knowledge of Sellers' and the Company, the City, enforceable in accordance with its terms. The Company is not in default (or alleged default) under the Development Agreement, nor, to the knowledge of the Sellers or the Company, is the City in default thereunder, nor does any condition exist that with notice or the lapse of time or both would constitute a material default (or give rise to a termination right) thereunder. The annexation of the Real Property and the grant by the City to the Company of zoning and developmental rights described in the Development Agreement have been duly implemented, and the Company is not in violation of any zoning or development right or regulation provided for (or annexed to) the Development Agreement. Schedule 2.12(a) includes a description of all actions that are required to be taken by the Company under the Development Agreement as of the date hereof, the required timing thereof and an estimate of the costs of each thereof. Prior to the Closing, Buyer will receive a letter from the City, reasonably acceptable to it, confirming the accuracy of the foregoing representations relating to the Development Agreement as they relate to the City and confirming the existence of the zoning and developmental rights described therein and the Company's compliance therewith. (b) is The Company has good title to (or valid leasehold interest in) all personal property used in the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”)Business, free and clear of all Liens of any nature whatsoeverexcept as disclosed in Schedule 2.12(b). The machinery, except for Permitted Encumbrances, equipment and is in possession other tangible personal property constituting a part of the properties purported Assets (whether owned or leased), to the knowledge of the Sellers and the Company, have been well-maintained, are, in the aggregate, in good condition and repair (subject to normal wear and tear) and are adequate in quantity and quality for the operation of the Business as presently conducted. To the knowledge of the Sellers and the Company, the Assets that are amusement rides have been operated and maintained in accordance in all material respects with the standards promulgated by the American Society of Testing Materials. Schedule 2.12(b) contains a list and description (by owner) of all equipment and other tangible personal property owned or leased by the Company as of October 31, 2000 with a book value (before depreciation) of $10,000 or more. Prior to the Closing Date, the Company shall acquire good title to all personal property used in the Business that, on the date hereof, is leased by the Company from any Seller or any Affiliate of the Company or any Seller. The Assets shall exclude those listed on Schedule 2.12(b) which will be transferred without warranty to Seller at the Closing. (c) Schedule 2.12(c) includes a true and correct description of all capital expenditures and other similar obligations required to be leased thereunder, and each such lease is valid without default thereunder funded by the lessee orCompany or from the revenues or Assets of the Business on or after the Closing pursuant to any current Contract, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyLaw or Order.

Properties. Either Purchaser (i) Other than with respect to the Parent Real Properties (which are addressed in clauses (ii)-(iv) of this Section 3.2(o)), Parent, AcquisitionCo or one of its the other Subsidiaries of Parent (aA) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Parent Public Documents as being owned by either Purchaser Parent or one of its Subsidiaries or acquired after the date thereof that are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii2) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) claims, liens, charges, security interests, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise materially impair in any material respect the business operations at such properties and (iv3) mortgages, deeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of Parent (such imperfections or irregularities of title or Liens 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 in clauses (collectively1) through (3), “Parent Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Parent Public Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereofthereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to PurchaserParent’s Knowledgeknowledge, the lessor. (ii) Except as would not reasonably be expected to have a Material Adverse Effect on Parent, one of Parent, AcquisitionCo or one of the other Subsidiaries of Parent has good and marketable either fee simple or leasehold (as the case may be) title to all real properties occupied, used or held for use in Parent’s business or reflected in the latest audited balance sheet included in the Parent Public Documents (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Parent Real Properties”), in each case free and clear of all Liens other than Parent Permitted Liens. All aspects of the Parent Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Parent Permitted Liens, and there are no matters which create, or which with notice or the passage of time would create, a default under any of the documents evidencing the Parent Permitted Liens, except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Parent. (iii) Each of the leases and subleases pursuant to which Parent, AcquisitionCo or any of the other Subsidiaries of Parent leases the leased Parent Real Properties (the “Parent Real Property Leases”) is valid, binding and in full force and effect without default thereunder by the lessee or, to Parent’s knowledge, the lessor (and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any Parent Real Property Lease), except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Parent. True and complete copies of all Parent Real Property Leases that are material to Parent have been made available by Parent to the Company prior to the date of this Agreement, including all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. There are is no pending or, to Purchaser’s Knowledgethe knowledge of Parent, threatened suit, action or proceeding with respect to any leased property that is material to Parent’s business which would reasonably be expected to interfere in any material respect with the quiet enjoyment of any tenant. As used herein, the term “lease” shall also include subleases, the term “lessor” shall also include any sublessor, and the term “lessee” shall also include any sublessee. (in writingiv) condemnation proceedings against Except as would not reasonably be expected to have a Material Adverse Effect on Parent, all buildings, structures, improvements and fixtures located on or within the Parent Real Property, and all other aspects of the Parent Real Property, (1) are in good operating condition and repair and are structurally sound and free of any defects; (2) are suitable, sufficient and appropriate in all respects for their current and contemplated uses; and (3) consist of sufficient land, parking areas, sidewalks, driveways and other improvements (and otherwise have adequate ingress and egress to public rights of way) to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted or to which they are contemplated to be devoted.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect, the Company or a subsidiary of its Subsidiaries (a) the Company owns and has good and, as to real propertygood, marketable and valid title to, or holds valid, legally binding, enforceable rights, which are in full force and effect to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold lease, sublease or otherwise disposed lawfully use, all items of since real and personal property that are material to the date thereof Company and its subsidiaries taken as a whole, in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens liens, encumbrances, pledges, security interests, claims and defects, covenants, imperfections and other restrictions of any nature whatsoever, title (“Liens”) (except in all cases for (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payablesuch imperfections or irregularities of title, (iii) Liens, charges, easements, rights of way, covenants and other similar restrictions or encumbrances that as do not materially affect the use or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties; easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, (C) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been provided, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Company or, for the avoidance of doubt, under the Existing Facilities (collectively, items in clauses (A) through (F) referred to herein as “Permitted EncumbrancesLiens”), ; provided that no representation is made under this Section 3.14 with respect to any Intellectual Property. Section 3.14 of the Company Disclosure Schedule contains a true and (b) is the lessee complete list of all leasehold estates reflected in either owned real property which is material to the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute Company and its subsidiaries taken as a whole, including such information as is reasonably necessary to identify each such parcel of owned real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser (a) Section 3.9(a) of the Company Disclosure Schedules lists or one describes all interests in real property owned by the Company and each of its Subsidiaries, including OREO, as of the date of this Agreement, together with the address of such real estate, and each lease of 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 (a) has good and, as to real property, and marketable title to all the material properties assets and assets 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 reflected in either the latest audited balance sheet most recent Company Financial Statements or latest interim balance sheet included incurred in the Financial Statements as being owned by either Purchaser or one Ordinary Course of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of Business since the date thereof in of the ordinary course of business consistent with past practice) most recent Company Financial Statements; (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (iii) statutory Liens securing payments liens for Taxes not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate appropriate reserves have been taken, (ii) Liens for real property Taxes not yet due established and payable, 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; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties properties; (v) minor defects and (iv) such imperfections or irregularities of in title or Liens as and encumbrances that do not materially affect impair the use thereof for the purposes for which they are held as of the properties date of this Agreement; (vi) liens or assets subject thereto deposits in connection with worker’s compensation, unemployment insurance, social security or affected thereby 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 otherwise the Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with the Company or any of the Company’s Subsidiaries, provided the lien was not created in contemplation of that event; (ix) liens on property required by Regulation W promulgated by the Federal Reserve; and (x) liens incidental to the conduct of business or ownership of property of the Company or any of its Subsidiaries which do not in the aggregate materially detract from the value of the property or materially impair business operations at such properties the use thereof as of the date of this Agreement (collectively, the “Company Permitted EncumbrancesExceptions”). The Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, possess and (b) is the lessee of control any and all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be respective property leased thereunderby it, and each such lease is valid and without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There are no pending orTo the Knowledge of the Company, to Purchaser’s Knowledgeand excluding OREO, threatened (in writing) condemnation proceedings against all buildings and structures owned by the Real PropertyCompany 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 Person.

Properties. Either Purchaser or one (a) Valley and each of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Valley or one any of its Subsidiaries or acquired after Subsidiaries, as the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) case may be, including, but not limited to, any automated teller machines (the “Valley Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold estates reflected in either leaseholds leased or subleased by Valley or any of its Subsidiaries (the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (“Valley Leased Properties” and, collectively with the Valley Owned Properties that constitute real propertyProperties, the “Valley Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or subleassee or, to Purchaser’s Knowledgethe Knowledge of Valley, the lessor. There Neither Valley nor any of its Subsidiaries owns, or 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. Section 3.21(a)-(a) of the Valley Disclosure Schedule contains a complete and correct list of all the Valley Owned Properties. Section 3.21(a)-(b) of the Valley Disclosure Schedule contains a complete and correct list of all Valley Leased Properties and together with a list of all applicable leases or subleases and the name of the lessor or sublessor (each, a “Lease”). (b) All buildings, structures, improvements and fixtures on the Valley Real Property and the equipment located thereon are in good operating condition and repair, ordinary wear and tear excepted, and conform to all applicable Laws. All tangible properties of Valley or any of its Subsidiaries that are material to the business, financial condition, results of operations of Valley and each of its Subsidiaries are in a good state of maintenance and repair, except for ordinary wear and tear, and are adequate for the conduct of the business of Valley and each of its Subsidiaries as presently conducted. (c) To the Knowledge of Valley, the buildings, driveways and all other structures and improvements upon the Valley Owned Properties are all within the boundary lines of such property or have the benefit of valid easements and there are no pending orencroachments thereon that would affect the use thereof. To the Knowledge of Valley, there are no outstanding requirements or recommendations by any insurance company that has issued a policy covering the Valley Owned Properties, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (d) Each of the leases for the Valley Leased Property is valid and existing and in full force and effect, and no party thereto is in default and no notice of a claim of default by any party has been delivered to Valley or any of its Subsidiaries, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a default or excuse performance by any party thereto, provided that with respect to matters relating to any party other than Valley or any of its Subsidiaries, the foregoing representation is based on the Knowledge of Valley. (e) As to Valley and each of its Subsidiaries, none of the Valley Real Property has been condemned or otherwise taken by any Governmental Entity and, to Purchaser’s Knowledgethe Knowledge of Valley, 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. To the Knowledge of Valley, none of the premises or properties of Valley or any of its Subsidiaries is subject to any current interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such property by Valley or any of its Subsidiaries. (f) Valley has delivered to CVB true, accurate and complete copies of each of the following to the extent in writing) condemnation proceedings against the possession or control of Valley and in any way related to any of the Valley Real Property: (i) title commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and zoning letters, and (v) licenses and permits. (g) Since January 1, 2015, VBB has not applied for or received permission to open any additional branch or operate at any other location.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or one of its Subsidiaries (a) in the aggregate, a Material Adverse Effect, the Company or a Company Subsidiary has good and, as to real property, marketable and valid title to all the material tangible personal properties and assets purported to be owned by it or a valid leasehold interest in all tangible personal properties purported to be used by it, including (i) all personal properties reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements SEC Reports as being owned by either Purchaser the Company or one any of its Subsidiaries or acquired after the date thereof (except for properties sold or otherwise disposed of since the date thereof pursuant to the Government Solutions Purchase Agreement or in the ordinary course of business consistent with past practicebusiness); and (ii) (all other personal properties reflected in the “Owned Properties”)books and records of the Company and its Subsidiaries as being owned by the Company and its Subsidiaries. All of said personal properties which are owned by the Company or its Subsidiaries are owned by them, free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens for Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (2) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (3) mechanics’, materialmen’s, architects’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlords’ and other similar Liens arising or incurred in the ordinary course of business, either securing payments not yet due or which that are being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been takenset aside by the Company, (ii4) purchase money Liens for real property Taxes not yet due and payableLiens securing rental payments under capital lease arrangements, (iii) easements, rights of way, and other similar encumbrances that 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 (iv5) such imperfections or irregularities of title title, claims, Liens, charges, security interests, easements, encroachments, covenants and other restrictions or Liens Encumbrances (other than Permitted 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 properties, (6) mortgages or deeds of trust, (7) security interests or other Encumbrances (other than Permitted Encumbrances) on title related to indebtedness reflected on the latest balance sheet and the notes thereto included in the Financial Statements, (8) zoning, building codes and other land use laws, imposed by any Governmental Entity having jurisdiction over such the Company’s or its Subsidiary’s owned real property, that regulate the use or occupancy of such owned real property and (9) other Liens being contested in good faith in the ordinary course of business or that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (collectively, the “Permitted EncumbrancesLiens”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has The Company and the Subsidiaries have good andand marketable, as to real propertyindefeasible, marketable fee simple title to all to, or in the material properties case of leased property and assets have valid leasehold interests in, all material property and assets (whether real, personal, tangible or intangible) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Balance Sheet or acquired after the date thereof (except properties sold Balance Sheet Date or otherwise disposed necessary for the operation of the business of the Company and the Subsidiaries, except for properties and assets sold since the date thereof Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”). None of such property or assets is subject to any Lien, free and clear of all Liens of any nature whatsoever, except except: (i) statutory Liens securing payments disclosed on the Balance Sheet or Schedule 3.20; (ii) Liens for taxes not yet due or which are being contested in good faith (and for which adequate accruals or reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, established on the Balance Sheet); or (iii) easements, rights of way, and other similar encumbrances that Liens which do not materially affect detract from the value or materially interfere with any present or intended use of the properties such property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ivclauses (i)-(iii) such imperfections or irregularities of title or Liens 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 (this Section 3.20(a) are, collectively, “the "Permitted Encumbrances”Liens"), and . (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no developments affecting any such material property or assets pending or, to Purchaser’s Knowledgethe knowledge of the Company threatened, threatened which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets. (c) All leases of such material real property and material personal property are in writinggood standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease (i) condemnation proceedings against any default by the Real PropertyCompany or any Subsidiary or any event which with notice or lapse of time or both would constitute a default or (ii) to the Company's knowledge, any default by any other Person or any event which with notice or lapse of time or both would constitute such a default. Neither the Company nor any Subsidiary owns any real property. (d) The Systems, buildings, structures and equipment owned or used by the Company or any Subsidiary have no material defects, are in good operating condition and repair, 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 and intended uses. To the Company's knowledge, the Company's and its Subsidiaries' relationships with suppliers of material portions of the equipment and telecommunications services used by the Company and its Subsidiaries in connection with the operation of their business are satisfactory, and no such supplier has informed the Company or any Subsidiary of any plan or intention to materially alter such supplier's arrangements with the Company and its Subsidiaries or to materially reduce its supply of equipment or telecommunications services. (e) The Systems, property and assets owned or leased by the Company or any Subsidiary constitute all of the property and assets used or held for use in connection with the business of the Company and its Subsidiaries and all of the Systems, property and assets necessary to conduct such business as currently conducted by the Company.

Properties. Either Purchaser (a) Community or one of its Subsidiaries (ai) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Community or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) including, but not limited to, any automated teller machines (the “Community Owned Properties”), free and clear of all Liens of any nature whatsoever, except (iA) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iiiC) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities, and (ivD) such imperfections or irregularities of title or Liens 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 (collectively, “Permitted Encumbrances”), and (bii) is the lessee of all leasehold estates reflected in either leased by Community or one of its Subsidiaries (the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (“Community Leased Properties” and, collectively with the Community Owned Properties that constitute real propertyProperties, the “Community Real PropertyProperties”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Community or, to Purchaser’s Knowledgethe Knowledge of Community, the lessor. There None of Community or any of its Subsidiaries owns, and 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 no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledge, threatened (any real property or premises on the date hereof in writing) condemnation proceedings against whole or in part. Section 4.21 of the Real PropertyCommunity Disclosure Schedule contains a complete and correct list of all Community Owned Properties.