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 (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, 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, 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 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 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 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 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 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 (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 (i) A description of each parcel of real property owned by MSB or one a Subsidiary of MSB is set forth in MSB’s Disclosure Letter. MSB and each 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 as being real property owned by either Purchaser it (including any property acquired in a judicial foreclosure proceeding or one by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. All real property and fixtures of MSB and each of its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by MSB to be adequate for the current business of MSB and its Subsidiaries. To the knowledge of MSB, none of the buildings, structures or acquired after the date thereof other improvements located on its real property encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (except properties sold or otherwise disposed ii) MSB and each of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”)its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens of any nature whatsoeverexcept such encumbrances, except (i) statutory Liens securing payments if any, as are not yet due material in character, amount 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 wayextent, and other similar encumbrances that do not materially affect detract from the value, or materially interfere with the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair thereby. With respect to personal property used in the business operations at of MSB and its Subsidiaries that is leased rather than owned, neither MSB nor any of its Subsidiaries is in default under the terms of any such properties and lease. (iviii) 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 A description of all leasehold estates reflected real property leased by MSB or a Subsidiary of MSB is set forth in either the Financial Statements MSB’s Disclosure Letter. Each lease pursuant to which MSB or acquired after the date thereof (except for any of its Subsidiaries as lessee, leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real or personal property, the “Real Property”)is valid and in full force and effect and neither MSB nor any of its Subsidiaries, free and clear of all Liens nor, to MSB’s knowledge, any other party to any such lease, is in default or in violation of any nature whatsoever, except for Permitted Encumbrances, and is in possession material provisions of the properties purported to be leased thereunder, and each any 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 Propertylease.

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 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 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 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 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 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 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 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) 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 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 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 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 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 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 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 (i) Except as would not reasonably be expected to have, individually or one of in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries (a) has good andhave good, valid and marketable fee title and leasehold title, as applicable, to real propertyall of the Real Property (as hereinafter defined) and good, valid and marketable title to all personal properties and assets, tangible and intangible, that they purport to own, and the material leasehold interest in all personal property that they purport to lease, including the properties and assets reflected in either the latest audited balance sheet or latest interim Company’s most recent consolidated balance sheet included in the Financial Statements as being owned by either Purchaser Company’s Annual Report on Form 10-K for the year ended March 31, 2014 filed with the SEC, but excluding any property or one assets that are no longer used or useful for the conduct of the business of the Company and its Subsidiaries as presently conducted or acquired after the date thereof (except properties sold or otherwise that have been disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), business. All such properties and assets are free and clear of all Liens of any nature whatsoeverEncumbrances, except for (i) routine 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 liabilities not yet due and payable, (iiiii) easements, rights of way, and other similar encumbrances Encumbrances that do not materially detract from the value of the specific asset affected or materially adversely affect the present use or, as applicable, the occupancy of such asset, (iii) Encumbrances would not reasonably be expected to have, individually or in the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and aggregate, a Company Material Adverse Effect, (iv) such imperfections Encumbrances existing or irregularities of title or Liens as do not materially affect the use expressly permitted pursuant to credit facilities of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Company and its Subsidiaries existing as of the date of this Agreement, and (v) Encumbrances set forth on Schedule 3.1(p)(i) of the Company Disclosure Schedule (collectively, “Permitted Encumbrances”), and . (bii) is Schedule 3.1(p)(ii) of the lessee Company Disclosure Schedule sets forth a true a complete list of all leasehold estates reflected real property and interests in either real property owned in fee by the Financial Statements Company and its Subsidiaries and all real property leased, subleased, licensed or acquired after otherwise occupied by the date thereof Company and its Subsidiaries (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertycollectively, the “Real Property”). The Real Property is the only real property that is necessary or material to the business of the Company and its Subsidiaries. The lease or sublease for each leased real property to which the Company or one of its Subsidiaries is a party is valid, free legally binding, enforceable in accordance with its terms and clear in full force and effect. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any lease or sublease nor, to the knowledge of the Company as of the date of this Agreement, is any other party to any such lease or sublease in breach or default thereunder and no event has occurred that with notice or the passage of time, or both, would constitute a breach or default thereunder. (iii) All buildings, structures, fixtures, building systems and equipment included in the Real Property (the “Structures”) are, to the knowledge of the Company, in reasonably good condition and repair in all Liens material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear. Except as set forth in Schedule 3.1(p)(iii) of the Company Disclosure Schedule, neither the Company nor any nature whatsoeverof its Subsidiaries (A) has leased or subleased or otherwise granted to any Person any right to occupy or possess or otherwise encumber any portion of the Real Property other than in the ordinary course of business, except for Permitted Encumbrances(B) has vacated or abandoned any portion of the Real Property or given notice to any third party of its intent to do the same, (C) is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease or sublease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement), and (D) is in possession a party to any agreement or option to purchase any 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 PropertyProperty or any interest therein.

Properties. Either Purchaser (i) Except as would not have, or one would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, as of the date hereof, (A) Realty Income has delivered to or made available to VEREIT a true and complete copy in all material respects of each Realty Income Lease under which annual rents payable exceed $10,000,000 (each, a “Material Realty Income Lease”), (B) to the knowledge of Realty Income, as of the date hereof, each Material Realty Income Lease is in full force and effect, and neither Realty Income nor any of its Subsidiaries nor, to the knowledge of Realty Income, any other party to a Material Realty Income Lease, is in default beyond any applicable notice and cure period under any Material Realty Income Lease, which default is in effect on the date of this Agreement, and (aC) neither Realty Income nor any of its Subsidiaries has, prior to the date hereof, received from any counterparty under any Material Realty Income Lease a notice from the tenant of any intention to vacate prior to the end of the term of such Material Realty Income Lease. Except as set forth in Section 3.2(p)(i) of the Realty Income Disclosure Letter or except as has good andbeen resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material Realty Income Lease is currently asserting in writing a right to real propertycancel or terminate such Material Realty Income Lease prior to the end of the current term, marketable and (2) none of Realty Income or any Realty Income Subsidiary has received notice of any insolvency or bankruptcy proceeding (or threatened proceeding) involving any tenant under any Material Realty Income Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material and adverse to Realty Income and its Subsidiaries, taken as a whole. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, Realty Income, or a Subsidiary of Realty Income, or a joint venture of Realty Income or any of its Subsidiaries, owns fee simple title to all or has a valid leasehold interest in, each of the material real properties and assets reflected in either as an asset on the latest audited most recent balance sheet or latest interim balance sheet of Realty Income included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof Realty Income SEC Documents (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (each, a “Realty Income Property” and collectively, the “Owned Realty Income Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.2(p)(ii) of any nature whatsoeverthe Realty Income Disclosure Letter, except (iB) statutory inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens securing payments imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Realty Income Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith for which adequate reserves have been taken, in the ordinary course of business and (iiF) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, none of Realty Income, nor any Subsidiary of Realty Income has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Realty Income, threatened, with respect to any material portion of any of the Realty Income Properties. Except for real property Taxes not yet due the owners of the properties in which Realty Income or any Subsidiary of Realty Income has a leasehold interest and payableexcept for any Realty Income Property that is held by a joint venture or fund, no Person other than Realty Income or a Subsidiary of Realty Income has any ownership interest in any of the Realty Income Properties (other than immaterial easements, licenses or similar rights). (iii) easementsExcept as would not have, rights or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, policies of waytitle insurance or updates or endorsements have been issued, insuring Realty Income’s or the applicable Subsidiary of Realty Income’s fee simple title to each of the Realty Income Properties owned by Realty Income in amounts at least equal to the purchase price paid for ownership of such Realty Income Property or such entity that owned such Realty Income Properties at the time of the issuance of each such policy, and other similar encumbrances no material claim has been made against any such policy that do has 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 been resolved. (iv) such imperfections Realty Income or irregularities any Subsidiary of title Realty Income (A) have not received written notice of any structural defects, or Liens as do Violation of Law, relating to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect and (B) have not materially affect received written notice of any physical damage to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the use aggregate, a Realty Income Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (v) Except for secured loan documents entered into in the ordinary course of business or as otherwise set forth on Section 3.2(p)(v) of the Realty Income Disclosure Letter, there are no written agreements which restrict Realty Income or any Subsidiary of Realty Income from transferring any of the Realty Income Properties, and none of the Realty Income Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal, tenant options or other similar preemptive rights) or on the financing or release of financing thereon, except, in each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect. (vi) Realty Income and the Subsidiaries of Realty Income have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or assets subject thereto or affected thereby reflected on the most recent balance sheet of Realty Income included in the Realty Income SEC Documents (except as since sold or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (bdisposed of in the ordinary course of business) is or used by them in the lessee ordinary course 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 whatsoever, except for Permitted EncumbrancesLiens, and is except as would not have, or would not reasonably be expected to have, individually or in possession of the properties purported to be leased thereunderaggregate, 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 Propertya Realty Income Material Adverse Effect.

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 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 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 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 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 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 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) 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 Documents 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 that have not had and would 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 incurred in the ordinary course of business, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being owned contested in good faith by either Purchaser appropriate proceedings, (iii) any Parent Material Contracts or one other service contracts, management agreements, leasing commissions, agreements set forth in Section 5.16(j) of its Subsidiaries the Parent Disclosure Letter, Parent Leases or acquired after the date thereof ground leases or air rights affecting any Parent Property, (except properties sold iv) Liens imposed or otherwise disposed of since the date thereof promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on existing title policies, (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 not yet due subject to penalty 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 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 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 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 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 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 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 (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, 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), 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, 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 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 and address of each Company Property which is vacant land.

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 (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) 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, 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 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 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 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 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 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 (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 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 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) has good andExcept as listed in Section 3.9(a) of the Target Disclosure Letter, as to real property, marketable Target or a Target Property Owner 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 in applicable portion thereof) described on Section 3.9(a) of the Financial Statements Target Disclosure Letter as being owned in fee (collectively, the "OWNED PROPERTIES"). Except as listed in Section 3.9(a) of the Target Disclosure Letter, Target or a Target Property Owner has a valid leasehold interest in each of the real properties (or the applicable portion thereof) described on Section 3.9(a) of the Target Disclosure Letter as being ground (or air-rights) leases or subleases (collectively, the "LEASED PROPERTIES" and, together with the Owned Properties, collectively, the "TARGET PROPERTIES") pursuant to those certain ground (or air-rights) leases or subleases (together with any amendments thereto, collectively, the "TARGET GROUND LEASES") described on Section 3.9(a) of the Target Disclosure Letter. The Target Properties are all of the real properties owned or leased by either Purchaser or one Target and the Target Property Owners. The interests of its Subsidiaries or acquired after Target and the date thereof Target Property Owners in the Target Properties are good, marketable and insurable and the same are owned free and clear of Encumbrances except for (except properties sold i) indebtedness for money borrowed and other matters specifically identified in Section 3.9(a) of the Target Disclosure Letter, (ii) inchoate Encumbrances imposed for construction work in progress described on Section 3.9(a) of the Target Disclosure Letter or otherwise disposed of since the date thereof incurred in the ordinary course of business consistent that do not adversely affect in any material respects the use or operation of the applicable Target Property (together with past practiceclause (i), the "PERMITTED ENCUMBRANCES"), (iii) Space Leases, reciprocal easement agreements and all matters disclosed on the existing title policies which were previously provided (or made available) to Purchaser ("EXISTING TITLE POLICIES"), matters as would be disclosed on current title reports or surveys that arise in the “Owned ordinary course and do not adversely affect in any material respects the use or operation of the applicable Target Property or as disclosed in Section 3.9(a) of the Target Disclosure Letter and (iv) real estate Taxes and special assessments not yet due and payable (except as is being contested in good faith by appropriate proceedings and for which a reserve in accordance with United States GAAP has been set forth in Section 3.9(a) of the Target Disclosure Letter and on the books of Target or a Target Property Owner, as applicable). (b) Except as listed in Section 3.9(b) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, the Target Properties are not subject to any rights of way, restrictive covenants, -21- written agreements, Laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "TARGET PROPERTY RESTRICTIONS"), except for (i) Target Property Restrictions imposed or promulgated by Law with respect to real property, including zoning regulations, (ii) the Space Leases, (iii) all matters disclosed on the Existing Title Policies, matters as would be disclosed on current title reports or surveys that arise in the ordinary course and do not adversely affect in any material respects the use or operation of the applicable Target Property or as disclosed in Section 3.9(b) of the Target Disclosure Letter and (iv) real estate Taxes and special assessments not yet due and payable. Except as listed in Section 3.9(b) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, (i) each Target Property complies with the Target Property Restrictions, (ii) neither Target nor any Target Property Owner, nor, to the Knowledge of Target, any other party, is currently in default or violation of any Target Property Restriction and (iii) no event has occurred which, with due notice or lapse of time or both, would constitute a default thereunder. (c) Except as listed in Section 3.9(c) of the Target Disclosure Letter, valid policies of title insurance have been issued insuring Target's or a Target Property Owner's fee simple title or leasehold estate to the Target Properties except as noted therein, and, to the Knowledge of Target, such policies are in full force and effect and no claim has been made against any such policy. (d) Except as listed in Section 3.9(d) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, to the Knowledge of Target, there is no certificate, permit or license from any Governmental Entity having jurisdiction over any of the Target Properties or any agreement (including without limitation any reciprocal easement agreement), easement or any other right which is necessary to permit the current use and operation of the buildings and improvements on any of the Target Properties or which is necessary to permit the current use and operation of all driveways, roads and other means of egress and ingress to and from any of the Target Properties (collectively, the "PROPERTY AGREEMENTS") that has not been obtained and is not in full force and effect, or any pending threat of modification or cancellation of any of same. Except as listed in Section 3.9(d) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, (i) neither Target nor any Target Property Owner, nor to the Knowledge of Target, any other party, is currently in default or violation of any Property Agreement and (ii) to the Knowledge of Target no event has occurred which, with due notice or lapse of time or both, would constitute a default or violation thereunder. (e) Except as listed in Section 3.9(e) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, neither Target nor any Target Property Owner has received written notice of any violation of any federal, state or municipal Law, ordinance, order, regulation or requirement affecting any portion of any of the Target Properties issued by any Governmental Entity that has not been heretofore remedied. (f) Except as listed in Section 3.9(f) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, neither Target nor any Target Property Owner has received written notice to the effect that there are any, and there are no, (i) condemnation or rezoning or proceedings that are pending or, to the Knowledge of Target, threatened with respect to any portion of any of the Target Properties”; or (ii) zoning, building, land-use, fire, safety and signage or other applicable Laws (including, without limitation, the American With Disabilities Act) 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 Target Properties or by the continued maintenance, operation or use of the parking areas. (g) Except as listed in Section 3.9(g) of the Target Disclosure Letter, neither Target nor any Target Property Owner is obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Target Properties or other personal property or any portion thereof or interest therein to any Person other than Purchasers. (h) Each Target Ground Lease is valid, binding and enforceable against Target (or any Target Property Owner, as applicable) and, to the Knowledge of Target, the other parties thereto in accordance with its terms, and is in full force and effect. Except as listed in Section 3.9(h) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, (i) Target has performed all obligations required to be performed by it to date under each of the Target Ground Leases and (ii) neither Target nor any Target Property Owner, nor to the Knowledge of Target, any other party, is in default under any Target Ground Lease (and no event has occurred which, with due notice or lapse of time or both, would constitute such a default). Target has delivered (or made available) to Purchaser a true, correct and complete copy of each Target Ground Lease and all amendments thereto. No option has been exercised under any of such Target Ground Leases, except options whose exercise has been evidenced by a written document as described in Section 3.9(h) of the Target Disclosure Letter, a true, complete and accurate copy of which has been delivered to Purchaser with the corresponding Target Ground Lease. (i) The rent roll for each of the Target Properties as of November 30, 2001 (collectively, the "RENT ROLL") has been provided or made available to Purchasers. Except as disclosed in Section 3.9(i) of the Target Disclosure Letter and for discrepancies that, either individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, the information set forth in the Rent Roll is true, correct and complete as of the date thereof. Except as disclosed in Section 3.9(i) of the Target Disclosure Letter, neither Target nor any Target Property Owner, on the one hand, nor, to the Knowledge of Target, any other party, on the other hand, is in default under any Anchor Tenant Lease which, individually or in the aggregate, would reasonably be expected to result in a Target Material Adverse Effect. (j) Except as set forth in Section 3.9(j) of the Target Disclosure Letter or which, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect, Target and each of the Target Property Owners have good and sufficient title to, or are permitted to use under valid and existing leases, all their personal and non-real properties and assets (collectively, the "PERSONAL PROPERTY") reflected in their books and records as being owned by them (including those reflected in the consolidated balance sheet of Target as of February 28, 2001, except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens of any nature whatsoeverliens and encumbrances, except (i) statutory Liens securing payments not yet due or which such as are being contested in good faith reflected on the consolidated balance sheet of Target as of February 28, 2001, and the notes thereto, and except for which adequate reserves have been taken, (ii) Liens liens for real property current Taxes not yet due and payable, (iii) easementsand liens or encumbrances which are normal to the business of Target and the Target Property Owners and are not, rights in the aggregate, material in relation to the assets of wayTarget on a consolidated basis and except also for such imperfections of title or leasehold interest, easement and other similar encumbrances that encumbrances, if any, as do not materially affect interfere with the present use of the properties or assets subject thereto or affected thereby thereby, or as would not otherwise materially impair business operations at such properties and reasonably be expected to cause a Target Material Adverse Effect. (ivk) such imperfections or irregularities of title or Liens Except as do not materially affect the use set forth in Section 3.9(k) of the properties Target Disclosure Letter or assets subject thereto which, individually or affected thereby or otherwise materially impair business operations at such properties (collectivelyin the aggregate, “Permitted Encumbrances”)would not reasonably be expected to have a Target Material Adverse Effect, 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 there are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyCAM or similar audits by any Third Party.

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 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 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 (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 (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 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) 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 or one of its Subsidiaries (a) has good and, as to The real property, marketable title to all the and material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being personal property owned by either Purchaser Assabet or one of presently used by Assabet in its Subsidiaries or acquired after the date thereof business is in an adequate condition (except properties sold or otherwise disposed of since the date thereof ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practice) (the “Owned Properties”)practices. Assabet has good and marketable title, free and clear of all Liens Liens, to all of any nature whatsoeverthe real and material personal properties and assets reflected on the consolidated statement of financial condition of AVB as of December 31, 2005, included in the Assabet Reports or acquired after such date, other than properties sold by Assabet in the ordinary course of business, except (i) statutory Liens securing payments for current taxes and assessments not yet due or which are being contested in good faith for which adequate reserves have been takenpayable, (ii) pledges to secure deposits and other Liens for real property Taxes not yet due and payableincurred in the ordinary course of its banking business, (iii) easementssuch imperfections of title, rights of wayeasements and encumbrances, and other similar encumbrances that do not materially affect if any, as are not, individually or in the use of the properties aggregate, material in character, amount or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties extent, and (iv) such imperfections as reflected on the consolidated statement of financial condition of AVB as of December 31, 2005, included in the Assabet Reports. All real and personal property which is material to Assabet's business on a consolidated basis and leased or irregularities licensed by Assabet or a Subsidiary of title Assabet is held pursuant to leases 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”)licenses which are valid and enforceable in accordance with their respective terms, and (b) is such leases will not terminate or lapse prior to the lessee Mid-Tier Effective Time, and there exists no material default under any such leases or licenses by Assabet nor, to the knowledge of all leasehold estates reflected Assabet and except as set forth in either the Financial Statements Section 6.23 of Assabet's Disclosure Schedules, any event which, with notice or acquired after the date thereof (except for leases that have expired lapse of time or both, would constitute a material default thereunder 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 whatsoeverAssabet, except for Permitted Encumbrancessuch defaults which, and is individually, or in possession the aggregate, would not result in the forfeiture of the properties purported to be leased thereunder, and each use or occupancy of the property covered by such lease is valid without default thereunder by the lessee or, or in a material liability to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real PropertyAssabet.

Properties. Either Purchaser or one of its Subsidiaries (a) The Company has 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 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 Company Balance Sheet or acquired after the date thereof Company Balance Sheet Date, except for (except i) such imperfections of title and encumbrances, if any, which do not materially detract from the value or interfere with the use of the property subject thereto or affected thereby and (ii) properties and assets sold or otherwise disposed of since the date thereof Company Balance Sheet Date in the ordinary course of business consistent with past practice) (the “Owned Properties”), free and clear practices. None of all Liens of such property or assets is subject to any nature whatsoeverLien, except for the Permitted Liens, which are defined as: (i) statutory Liens securing payments disclosed on the Company 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 Company Balance Sheet); (iii) Mechanics', (ii) Liens for real property Taxes materialmen's, worker's and other like liens in respect of amounts that are not yet due and payable; or (iv) Such Liens, (iii) easementsif any, rights of way, and other similar encumbrances that which do not materially affect detract from the value or interfere with the use of the properties or assets property 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 thereby. (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 Sellers or the Company threatened, threatened which could 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. (c) All leases of such real property and material personal property are in writinggood standing and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency, reorganization, arrangement, moratorium and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and there does not exist under any such lease any material default by the Company or any event which with notice or lapse of time or both could reasonably be expected to constitute a material default by the Company thereunder, or, to the Knowledge of the Company or Sellers, any other party thereto. (d) condemnation proceedings against The plants, buildings, structures and equipment owned or leased by the Real PropertyCompany have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present uses and, in the case of plants, buildings and other structures (including, without limitation, the roofs thereof), are structurally sound, except for such defects that do not have, and can not reasonably be expected to have, a Material Adverse Effect. (e) The plants, buildings and structures owned or leased by the Company currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary in all material respects for the conduct of the businesses of the Company as heretofore conducted and as presently planned to be conducted by Parent. None of the structures on any such owned or leased real property encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any of such owned or leased real property. (f) Such real property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a material nonconforming use under any applicable building, zoning, subdivision and other land use and similar law, regulation or ordinance. (g) The property and assets owned or leased by the Company, 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 Company and are adequate to conduct such businesses as currently conducted.

Properties. Either Purchaser or one of its Subsidiaries (a) Neither Parent nor any of the Parent Subsidiaries owns any real property interests as of the date hereof. Parent has Made Available to the Company true, correct and complete copies of all material real property and equipment leases (each a "Lease" and collectively, the "Leases") to which Parent or a Parent Subsidiary is a party as of the date hereof and each amendment thereto that is in effect as of the date hereof. All current Leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event that with notice or lapse of time, or both, would constitute a default) by Parent or any Parent Subsidiary, or to Parent's knowledge, by any other party thereto that would give rise to a material claim against Parent or any Parent Subsidiary that would have a Parent Material Adverse Effect. (b) Each of Parent and the Parent Subsidiaries has good andand valid title to, as to real property, marketable title to all or in the material case of leased properties and assets assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, in each case, free and clear of any Encumbrances, except for Permitted Encumbrances or as reflected in either the latest audited balance sheet Parent Financial Statements and except for Encumbrances for Taxes not yet due and payable and such Encumbrances or latest interim balance sheet included other imperfections of title, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) The equipment of Parent and each Parent Subsidiary that are used in the Financial Statements as being owned by either Purchaser operations of their respective businesses are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained, (iv) not obsolete, dangerous or one in need of its Subsidiaries renewal or acquired after the date thereof (replacement, except properties sold for renewal or otherwise disposed of since the date thereof replacement in the ordinary course of business business, consistent with past practice, and (v) (the “Owned Properties”)to Parent's knowledge, free and clear of all Liens of from any nature whatsoevermaterial defects or deficiencies, except in the case of clauses (i) statutory Liens securing payments through (v) above, would 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 Propertya Parent Material Adverse Effect.

Properties. Either Purchaser or one of its Subsidiaries 40- (a) Neither Parent nor any of the Parent Subsidiaries owns any real property interests as of the date hereof. Parent has Made Available to the Company true, correct and complete copies of all material real property and equipment leases (each a "Lease" and collectively, the "Leases") to which Parent or a Parent Subsidiary is a party as of the date hereof and each amendment thereto that is in effect as of the date hereof. All current Leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event that with notice or lapse of time, or both, would constitute a default) by Parent or any Parent Subsidiary, or to Parent's knowledge, by any other party thereto that would give rise to a material claim against Parent or any Parent Subsidiary that would have a Parent Material Adverse Effect. (b) Each of Parent and the Parent Subsidiaries has good andand valid title to, as to real property, marketable title to all or in the material case of leased properties and assets assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, in each case, free and clear of any Encumbrances, except for Permitted Encumbrances or as reflected in either the latest audited balance sheet Parent Financial Statements and except for Encumbrances for Taxes not yet due and payable and such Encumbrances or latest interim balance sheet included other imperfections of title, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby. (c) The equipment of Parent and each Parent Subsidiary that are used in the Financial Statements as being owned by either Purchaser operations of their respective businesses are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained, (iv) not obsolete, dangerous or one in need of its Subsidiaries renewal or acquired after the date thereof (replacement, except properties sold for renewal or otherwise disposed of since the date thereof replacement in the ordinary course of business business, consistent with past practice, and (v) (the “Owned Properties”)to Parent's knowledge, free and clear of all Liens of from any nature whatsoevermaterial defects or deficiencies, except in the case of clauses (i) statutory Liens securing payments through (v) above, would 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 Propertya Parent Material Adverse Effect.

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 3266.019/439907.1

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Sears, Sears 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 Financial Statements Sears SEC Documents as being owned by either Purchaser Sears or one of its Subsidiaries or acquired after the date thereof that are material to Sears'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 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) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of Sears (such liens, imperfections or and 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 (collectivelyA),(B) and (C), “"Sears Permitted Encumbrances”Liens"), and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Sears 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 default thereunder by the lessee or, to Purchaser’s KnowledgeSears'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) With respect to the real property owned by Ryland or any Subsidiary (such property collectively, the “▇▇▇▇▇▇ Owned Real Property”), except as is not having or would not reasonably be expected to have, individually or in the aggregate, a ▇▇▇▇▇▇ Material Adverse Effect, (i) either ▇▇▇▇▇▇ or a Subsidiary of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 Ryland or notes thereto included in the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ or (E) which would not reasonably be expected to materially impair the continued use of a ▇▇▇▇▇▇ Owned Real Property or a ▇▇▇▇▇▇ Leased Real Property as currently operated (each of the foregoing, a “▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Owned Real Property by Ryland for residential home building), (ii) there are no reversion rights, outstanding options or assets subject thereto or affected thereby rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such ▇▇▇▇▇▇ Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially adversely affect the use by Ryland for residential home building of the properties or assets subject thereto or ▇▇▇▇▇▇ Owned Real Property 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.and

Properties. Either Purchaser or one of its Subsidiaries (a) A description of all fixed assets which are material to UNB and its subsidiaries considered as a whole owned by each of UNB and UNB Bank (directly or through the UNB Subsidiaries) has been delivered to BancFirst (hereinafter referred to as the "UNB Personal Property"). All UNB Personal Property has been maintained in good working order, ordinary wear and tear excepted. UNB, UNB Bank or a UNB Subsidiary owns and has good and, as to real property, marketable title to all of 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”)UNB Personal Property, free and clear of all Liens of any nature whatsoevermortgage, except Lien, pledge, charge, claim, conditional sales or other agreement, lease, right or encumbrance, except: (i) statutory Liens securing payments not yet due or which are being contested As set forth in good faith for which adequate reserves have been taken, Section 5.11(a) of the UNB Disclosure Schedule; (ii) Liens for real property Taxes not yet due and payable, To the extent stated or reserved against in the UNB Audited Financials or the UNB Interim Financials; and (iii) easements, rights of way, Such other exceptions which are not material in character or amount and other similar encumbrances that do not materially affect detract from the value of or interfere with 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 thereby. (b) A description of each parcel of real property owned by UNB, UNB Bank, or a UNB Subsidiary (other than real property taken by UNB Bank in consideration of debts previously contracted) is set forth in Section 5.11(b) of the UNB Disclosure Schedule (hereinafter referred to individually as a "UNB Parcel" and collectively as the "UNB Real Properties"). Either UNB, UNB Bank or a UNB Subsidiary is the lessee owner of each UNB Parcel in 35 38 fee simple and has good and marketable title to each such UNB Parcel, free of any Liens, claims, charges, encumbrances or security interests of any kind, except: (i) As set forth in Section 5.11(b) of the UNB Disclosure Schedule; (ii) Liens for real estate taxes and assessments not yet delinquent; and (iii) Utility, access and other easements, rights of way, restrictions and exceptions, none of which impair the UNB Real Properties for the use and business being conducted thereon. (c) A description of all leasehold estates reflected real property leased by UNB, UNB Bank or any UNB Subsidiary is set forth in either Section 5.11(c) of the Financial Statements or acquired after UNB Disclosure Schedule (hereinafter referred to as the date thereof (except for leases that have expired by their terms since "UNB Leased Real Property"). Except as set forth in Section 5.11(c) of the date thereof) (collectively with the Owned Properties that constitute real propertyUNB Disclosure Schedule, the “Real Property Leases create, in accordance with their terms, valid, binding and assignable leasehold interests of either UNB or UNB Bank, or a UNB Subsidiary, in all of the UNB Leased Real Property”), free and clear of all Liens Liens, claims, charges, encumbrances or security interests of any nature whatsoeverkind. (d) A description of all personal property leased by UNB, except UNB Bank or a UNB Subsidiary which requires payment of rentals in excess of $50,000 per annum is set forth in Section 5.11(d) of the UNB Disclosure Schedule. (e) The documentation (hereinafter referred to as "UNB Loan Documentation") governing or relating to the loan and credit-related assets (hereinafter referred to as the "UNB Loan Assets") included within the loan portfolio of UNB Bank is legally sufficient in all material respects for Permitted Encumbrancesthe purposes intended thereby and creates enforceable rights in favor of UNB Bank in accordance with the terms of such UNB Loan Documentation, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally, and is the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents. Each loan included in possession the UNB Loan Assets has been serviced in all material respects in accordance with customary lending standards in the ordinary course 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.

Properties. Either Purchaser (i) Other than with respect to the Company Real Properties (which are addressed in clauses (ii)-(iii) of this Section 3.1(o)), the Company 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 Company Public Documents 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 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) such imperfections mortgages, deeds of trust or irregularities of title or Liens as do not materially affect security interests 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 in clauses (collectively1) through (3), “Company Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Company 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 Purchaserthe Company’s Knowledgeknowledge, the lessor. (ii) All real properties occupied, used or held for use in the business of the Company or any Subsidiary of the Company or reflected in the latest audited balance sheet included in the Company 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) are referred to herein as the “Company Real Properties”. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company or one of its Subsidiaries has good and marketable either fee simple or leasehold (as the case may be) title to all Company Real Properties, in each case free and clear of all Liens other than Company Permitted Liens. All aspects of the Company Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Company 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 Company 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 the Company. (iii) All leases and subleases pursuant to which the Company or any of its Subsidiaries leases the leased Company Real Properties are referred to herein as the “Company Real Property Leases”. Each of the Company Real Property Leases is valid, binding and in full force and effect without default thereunder by the lessee or, to the Company’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 Company 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 the Company. True and complete copies of all Company Real Property Leases that are material to the Company have been made available by the Company to Parent 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 the Company, threatened (suit, action or proceeding with respect to any leased property that is material to the Company’s business which would reasonably be expected to interfere in writing) condemnation proceedings against any material respect with the Real Propertyquiet 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.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to None of the Companies owns any real property, marketable . The Companies have valid title to all of the material properties property and assets (whether 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 Seller Balance Sheet or acquired after the date thereof (Seller Balance Sheet Date, except for properties and assets sold or otherwise disposed of since the date thereof Seller Balance Sheet Date in the ordinary course of business consistent with past practicepractices. None of such property or assets is subject to any Lien, except: (i) Liens disclosed on the Seller Balance Sheet or the footnotes thereto; (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 “Owned Properties”Seller Balance Sheet); or (iii) Liens which, individually or in the aggregate, do not have or do not have a significant risk of having a Material Adverse Effect on the Companies, taken as a whole (clauses (i)-(iii) of this Section are, collectively, the "PERMITTED LIENS"). (b) The property and assets, including the BTI Purchased Assets and the Designated ADV LLC Transferred Assets, owned or leased by the Companies, or which the Companies otherwise have the right to use, constitute all of the property and assets used or held for use in connection with the businesses of any of the Companies and are adequate to conduct such businesses as currently conducted and as planned by the Companies to be conducted. (c) Upon consummation of the transactions contemplated hereby, Buyer will have acquired valid title in and to, or a valid leasehold interest in, each of the BTI Purchased Assets, 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 whatsoeverLiens, 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 PropertyLiens.

Properties. Either Purchaser or one of its Subsidiaries (a) Except in each case with respect to REO, (i)Seller has previously disclosed to Buyer a complete and accurate list of all material real property owned, leased or licensed by each Company, (ii)the Companies have good andand marketable fee title to all material real property owned by them, as (iii)to Seller’s knowledge there are no outstanding options, rights of first refusal or other pre-emptive rights or purchase rights with respect to any such material owned real property, marketable title (iv)there are no pending or, to Seller’s knowledge any threatened, condemnation or similar proceeding affecting any such material owned real property or any material portion thereof, (v)all material real property owned by the Companies is in material compliance with all applicable zoning laws, land use laws and building codes and (vi)in the material properties case of leased property and assets (whether real, personal, tangible or intangible) that are material to the Companies, taken as a whole, the leases are valid, binding and enforceable in accordance with their respective terms (subject to the Enforceability Exceptions), there is not under any such lease any material existing default by any Company or, to Seller’s knowledge, any other party thereto, and the Company party thereto has valid leasehold interests therein. None of such property or assets is subject to any Lien, except: (b) Liens disclosed in Section 3.20 of the Seller Disclosure Schedules; (c) Liens disclosed on one of the Balance Sheets or notes thereto or securing liabilities reflected on one of the Balance Sheets or notes thereto; (d) Liens for taxes, assessments and similar charges that are not yet due or are being contested in either the latest audited balance sheet good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (e) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or latest interim balance sheet included incurred in the Financial Statements as ordinary course of business that are not overdue by more than 60 days, or that are not yet due and payable or are being owned contested in good faith by either Purchaser appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (f) easements, rights-of-way, encumbrances, restrictions, imperfections or one irregularities of its Subsidiaries title that do not materially interfere with or acquired after materially impair the date thereof use of the property or assets subject thereto in the ordinary course of business; (except properties sold or otherwise disposed of since the date thereof g) zoning, building, subdivision and other similar requirements and restrictions; (h) Liens incurred in the ordinary course of business consistent with past practice) (practice since the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except Balance Sheet Date; or (i) statutory other Liens securing payments not yet due which would not, individually or which are being contested in good faith for which adequate reserves have been takenthe aggregate, have, or be reasonably expected to have, a Material Adverse Effect (iiparagraphs (b)-(i) Liens for real property Taxes not yet due and payableof this Section 3.20 are, (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 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 (a) Citizens 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 Citizens Financial Statements as being owned by either Purchaser Citizens 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 “Citizens 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, “Citizens Permitted Encumbrances”), and . (b) Citizens or one of its Subsidiaries is the lessee of all leasehold estates reflected in either the Citizens Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Citizens Owned Properties that constitute real property, the “Citizens Real Property”), which leasehold estate is free and clear of all Liens of any nature whatsoever, except for Citizens 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 Citizens’ Knowledge, the lessor. (c) Section 3.19 of the Citizens Disclosure Schedule lists and describes all Citizens Real Property. There are no pending or, to Purchaser’s Citizens’ Knowledge, threatened (in writing) condemnation proceedings against the any Citizens Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) has good and, as to Schedule 4.15(a) correctly describes all real property used or held for use primarily in the Business (all such 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 which a Seller or any of all Liens of any nature whatsoeverits Affiliates owns, except for Permitted Encumbrancesleases, subleases, licenses or operates, and is any Liens thereon, specifying in possession the case of leases, subleases and licenses, the name of the properties purported to be leased thereunderparties thereto, the lease, sublease or license term, as applicable, and each such basic annual rent or annual license fee, as applicable. (b) Schedule 4.15(b) correctly lists all leases and subleases of personal property used or held for use primarily in the Business to which a Seller or any of its Affiliates is a party, and any Liens thereon, specifying the name of the lessor or sublessor, the lease term and the approximate current monthly lease obligation. (c) No Purchased Asset is valid without default thereunder by subject to any Lien, except: (i) Liens disclosed on the lessee Balance Sheet or in the notes thereto, other than any Liens encumbering any Real Property; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet or, for periods after the Balance Sheet Date, on the books and records of Sellers); (iii) Landlords’, workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ liens and other similar liens imposed by Applicable Law, in each case incurred in the ordinary course of business, including liens incurred in the ordinary course of the construction at the Fort Worth Facility; (iv) In the case of the Real Property, Liens that are (A) easements, quasi-easements, licenses, covenants, rights of way, utility agreements and other similar restrictions or (B) zoning, building and other similar restrictions, that in any case described in this clause (iv) do not materially detract from the value, or materially interfere with any current use, of the Real Property they encumber; or (v) With respect to Purchaser’s Knowledgeassets other than Real Property, Liens which do not materially detract from the value of such Purchased Asset, or materially interfere with any present use of such Purchased Asset (clauses (i) – (v) of this Section 4.15(c) are, collectively, the lessor. There “Permitted Liens”). (d) To the Knowledge of Sellers, there are no developments affecting any of the Purchased Assets or, with respect to any leased Real Property, the Real Property subject to the applicable lease, pending or, to Purchaser’s Knowledgethe Knowledge of Sellers, threatened threatened, which would reasonably be expected to materially detract from the value or materially interfere with any present use of such Purchased Assets or such leased Real Property. (e) The Real Property includes all real property, and only such real property, as is used or held for use primarily in writingconnection with the conduct and operations of the Business as heretofore conducted by the Sellers. (f) condemnation Seller Parent has delivered or made available to Buyer Domestic, prior to the date hereof, true, correct and complete copies of all existing title insurance policies, title insurance commitments, title reports and surveys with respect to the Fort Worth Facility in possession of a Seller or any of its Affiliates. (g) To the Knowledge of Sellers, the plants, buildings, structures and building systems (HVAC, etc.) included in the Purchased Assets and, with respect to any leased Real Property, the Real Property subject to the applicable lease, have no material defects, are in all material respects in good operating condition and repair, reasonable wear and tear excepted, and have been reasonably maintained (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable in all material respects for their present uses and, in the case of plants, buildings and other structures (including the roofs thereof), are structurally sound in all material respects. (h) The plants, buildings and structures included in the Purchased Assets and, with respect to any leased Real Property, the Real Property subject to the applicable lease, currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) to the Knowledge of Sellers, proper and legally permitted 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 Business as it is currently conducted by the Sellers. To the Knowledge of Sellers, 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. (i) There are no condemnation, compulsory purchase orders or similar proceedings against pending, or to the Knowledge of Sellers, threatened, with respect to the Real Property. (j) The Real Property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under all Applicable Laws relating to building, zoning, subdivision and other land use. (k) Healthpoint has made all notifications to Governmental Authorities required by Applicable Law, except where the failure to make such notifications would not, individually or in the aggregate, reasonably be expected to (i) adversely affect in any material respect the construction, use, occupancy or operation of the Fort Worth Facility or (ii) subject the Buyer Parties, taken as a whole, or the Business, to any material liability, and Healthpoint holds all material Permits, including construction permits, certificates of completion and occupancy permits required for the construction, use, occupancy and operation of the Fort Worth Facility and the improvements thereon, and all such Permits are in full force and effect. (l) None of the Purchased Assets is an equity interest in an entity.

Properties. Either Purchaser Covalence 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 Financial Statements such Covalence SEC Documents as being owned by either Purchaser Covalence or one of its Subsidiaries or acquired after the date thereof which are material to Covalence’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 Covalence 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 Covalence SEC 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, thereunder and each such lease is valid without default thereunder by the lessee or, to PurchaserCovalence’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 Covalence.

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 Company Subsidiaries owns fee simple title to, or has a leasehold interest in, 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 as set forth in Section 4.12(a) of the material properties Company Disclosure Schedule and assets reflected for (i) liens for Taxes or other governmental charges, assessments or levies that are not yet due and 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, (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 is required under a binding contract to be leased or subleased by their terms since the Company or a Company Subsidiary as lessee or sublessee after the date thereofof this Agreement. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, 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. (collectively 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. (d) Neither the Company nor any Company Subsidiary has received written notice of any violation of any Law affecting any of the Company Properties, which has 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) 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 the Company’s Knowledge, threatened with respect to any of the Company Properties, that would interfere in any material manner with the Owned current use (or with respect to development properties, the future intended 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 (other than in connection with development properties) 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 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. (f) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, 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 constitute materially interfere with the normal use, occupancy and operation thereof. (h) Section 4.12(h) 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. (i) Section 4.12(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of the real propertyproperty which is under ground-up development as of the date hereof (each, a “Company Development Property”, and, collectively, the “Real PropertyCompany Development Properties”), 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 ordefaults under any of the Company Development Contracts which, individually or in the aggregate, have had or would reasonably be expected to Purchaser’s Knowledgehave a Company Material Adverse Effect. Company or Company Subsidiaries have obtained any and all material approvals, threatened (in writingconsents and authorizations to initiate and complete the currently contemplated development, redevelopment or constructions of the Company Development Properties. Section 4.12(i) condemnation proceedings against of the Real PropertyCompany Disclosure Schedule lists the common name and address of each Company Property which is vacant land.

Properties. Either Purchaser of the Seller Disclosure Schedule sets forth a complete and accurate list of all material real property owned or one leased by Seller as of its Subsidiaries (a) the date hereof. Seller has good andgood, as to real property, valid 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 or personal) reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Seller Financial Statements as being owned by either Purchaser or one Seller as of its Subsidiaries December 31, 2010 or acquired after the such date, except for properties and assets sold since such date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (practice or for properties and assets that, individually or in the “Owned Properties”)aggregate, free and clear are not material to the business or operations of all Liens the Seller. None of such property or assets is subject to any nature whatsoeverLien, except except: (i) Liens disclosed in the Seller Financial Statements or the notes thereto or securing liabilities reflected in the Seller Financial Statements or the notes thereto, (ii) statutory Liens securing payments for amounts not yet due and payable 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 payablefaith, (iii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iv) such imperfections of title, easements, rights of wayLiens, and other similar encumbrances that defaults or equitable interests, if any, 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, (v) encumbrances in the ordinary course of business and (ivvi) such imperfections Liens on properties acquired in foreclosure or irregularities on account 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 debts previously contracted (clauses (i) through (vi) collectively, “Permitted EncumbrancesLiens”). All leases of real or personal property pursuant to which Seller is a party, are valid, binding and enforceable in accordance with their respective terms and neither Seller, or to the Knowledge of Seller, any other party thereto, is in default thereunder in any material respect and all material tangible property used in the business of Seller is in good condition, reasonable wear and tear excepted, and (b) is usable in the lessee ordinary course 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 business consistent 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 Propertypast practice.

Properties. Either Purchaser Except as set forth in Section 4.16 of the Company Disclosure Schedule or one disclosed in the Recent SEC Documents and for such matters which would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries 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 such Recent SEC Documents as being owned by either Purchaser the Company or one of its Subsidiaries 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 (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 such Recent SEC Documents, and (ii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such 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 Company's knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. (i) Either Purchaser Parent or one of its Subsidiaries (a) the Company has good andand valid title to, as to or a valid and binding leasehold interest in, all of the real property, marketable title to all the material and personal properties and assets reflected in either the latest audited balance sheet primarily used or latest interim balance sheet included held for use in the Financial Statements as being owned by either Purchaser Business (including the Real Property Leases described below and those properties or one of its Subsidiaries or acquired after assets related to the date thereof (Business, except properties property sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicepractice and not in violation of this Agreement and except for the Shares, which are held by the Selling Sub) (the “Owned Properties”), free and clear of all Liens and attachments of any nature whatsoever, except (iA) statutory Liens securing payments not yet due or which liens for Taxes, assessments and other charges by a Governmental Authority arising in the ordinary course of Business consistent with past practice 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, (iiiB) easementsmechanics’, rights carriers’, workmen’s, repairmen’s, landlord’s or other similar liens arising from or incurred in the ordinary course of wayBusiness consistent with past practice and for which the underlying payments are not yet delinquent, 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 (ivC) 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 set forth on Schedule 4.1(i)(i) (collectively, the “Permitted EncumbrancesLiens”). None of the Permitted Liens has or could materially impair the continued use and operation of the assets to which they relate in the manner currently used and operated in the Business. (ii) There is no real property owned by Parent or the Company used or held for use in, and or attributable to, connection with the Business. (biii) Set forth on Schedule 4.1(i)(iii) is the lessee a list of all leasehold estates reflected in either leases for all real property leased by Parent or the Financial Statements Company and primarily used or acquired after held for use in, or primarily attributable to, the date thereof Business (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real PropertyProperty Leases”). Each Real Property Lease is in full force and effect and neither Parent nor the Company nor, to the Knowledge of Sellers, any other party thereto, is in material default under any Real Property Lease. The Business enjoys peaceful and undisturbed possession under such Real Property Leases sufficient for current use and operations. Parent or the Company has good and valid title to the leasehold estates that are the subject of the Real Property Leases free and clear of all Liens Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except for whatsoever 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 or one of its Subsidiaries (a) has The Companies have good andand valid, as to indefeasible, fee simple title to, or in the case of leased property and assets, have valid leasehold interests in, all real property, marketable title to 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 Companies’ profit and loss reports (“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 listed on the Disclosure Statements; (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 Financial Statements); (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 and the Companies threatened which would reasonably be expected to materially detract from the value, threatened 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 the Companies have no material defects, are in writinggood operating condition and repair, ordinary wear and tear excepted, 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 PropertyCompanies, or which they otherwise have the right to use, constitute all of the property and assets used or held for use by the Companies in connection with the Business and are adequate to conduct the Business as currently conducted.

Properties. Either Purchaser or one of its Subsidiaries (a) Each of the Acquired Companies has good andand marketable, as to real propertyindefeasible, marketable fee simple title to to, or in the case of leased property and assets, has valid leasehold interests in, all the material properties tangible property and assets reflected (whether real, personal, or mixed) (excluding Intellectual Property) used or leased for use by such Acquired Company in either connection with the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one conduct of its Subsidiaries business. None of such property 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”)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 being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); (iii) mechanics’, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens that are not yet due and payable or that are being contested in good faith for which adequate reserves have been takenand by appropriate proceedings; (iv) statutory, common law or contractual liens to secure landlords, lessors or renters or Liens and encumbrances imposed on the underlying fee interest in Leased Real Property; (iiv) Liens for real property Taxes not yet due and payableor other defects, (iii) imperfections or irregularities in title, easements, covenants and rights of way, way and other similar encumbrances restrictions, and zoning, building and other similar codes or restrictions of record, in each case that do not materially adversely affect in any material respect, individually or in the aggregate, the current use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and applicable Leased Real Property; or (ivvi) such imperfections or irregularities of title or Liens as 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 (clauses (i) through (vi) of this Section 3.13(a) 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 the Company, 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. (c) The equipment owned by each Acquired Company is in writinggood operating condition and repair, has been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of such equipment, ordinary wear and tear excepted) condemnation proceedings against and is reasonably fit and suitable for its present uses. (d) 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 adequate in all material respects to conduct such business as currently conducted.

Properties. Either Purchaser (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries (a) has holds good and, as to and valid title in their respective interests in any owned real property. (b) Except as would not reasonably be expected to have, marketable title to all the material properties and assets reflected in either the latest audited balance sheet individually or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser aggregate, a Material Adverse Effect, the Company or one a Subsidiary of its Subsidiaries the Company has a good and valid leasehold, or acquired after the date thereof (except properties sold other interest in, or otherwise disposed has a valid right of since possession, use or access to, all items of real and tangible personal property that are material to the date thereof business of the 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, encumbrances, 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 or which are being contested in good faith for which adequate reserves have been takendelinquent, (iiC) 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 title, Liens, charges, easements, covenants, conditions or Liens other similar matters or restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as currently conducted, (collectivelyD) imperfections or irregularities of title, “Permitted Encumbrances”)Liens, easements, rights of way, covenants, conditions or other similar matters or restrictions or exclusions that are matters of public record or which would be shown by a current title report or other similar report and (b) is any condition or other matter that may be shown or disclosed by a current and 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, (E) Liens affecting the interest of the grantor or lessor of any easements, leases, or subleases affecting any real property which were not granted by the Company or any of its Subsidiaries, (F) statutory Liens and Liens of lessors granted pursuant to the terms of leases for which no amounts are due and payable, (G) Liens 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, (H) 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, (I) mechanics’, carriers’, workmen’s, repairmen’s Liens or other like encumbrances arising or incurred in the ordinary course of business, statutory or common law Liens or encumbrances to secure landlords, lessors, grantors or renters under leases, subleases, easements or rental agreements and (J) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company (items in clauses (A) through (J) 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) Other than with respect to the Real Properties (which are addressed in clauses (ii)-(v) of this Section 3.1(o)), Florida Rock 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 Florida Rock SEC Documents as being owned by either Purchaser Florida Rock or one of its Subsidiaries or acquired after the date thereof that are material to Florida Rock’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 Florida Rock (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), “Florida Rock Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Florida Rock 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 default thereunder by the lessee or, to PurchaserFlorida Rock’s Knowledgeknowledge, the lessor. (ii) Except as would not reasonably be expected to have a material adverse effect on Fresno, Florida Rock or one of its Subsidiaries has good and marketable either fee simple or leasehold (as the case may be) title to all the real properties (the “Real Properties”) occupied, used or held for use in Florida Rock’s business or reflected in the latest audited balance sheet included in the Florida Rock 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), in each case free and clear of all Liens and Encumbrances other than Florida Rock Permitted Liens and Florida Rock 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 Florida Rock 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 Florida Rock 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 Florida Rock. (iii) Each of the leases and subleases pursuant to which Florida Rock 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 Florida Rock’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 Florida Rock. True and complete copies of all Real Property Leases that are material to Florida Rock have been provided by Florida Rock to Vulcan 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 Florida Rock, threatened suit, action or proceeding with respect to any leased property that is material to Florida Rock 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 Florida Rock, 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

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 (a) Section 4.14(a) of the Company Disclosure Schedule sets forth a complete and correct list of all real property owned by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement (such real property, together with all structures, facilities, improvements and fixtures presently or hereafter located thereon or attached thereto, the “Owned Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or one of its Subsidiaries (a) has good and, as to real property, marketable and valid title to all of the material properties Owned Real Property free and assets reflected clear of all Encumbrances. For purposes of this Section 4.14 only, “Encumbrance” means Lien, easement, covenant, or other restriction or title matter or encumbrance of any kind in either respect of such asset but specifically excludes (A) specified encumbrances described in Section 4.14(a) of 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 Company Disclosure Schedule, provided that documentation evidencing such encumbrances have been made available to Parent prior to the date thereof of this Agreement; (except properties sold B) encumbrances for current Taxes or otherwise disposed other governmental charges not yet due and payable, or the validity or amount of since which is being contested in good faith by appropriate proceedings or for which the date thereof Company has recorded a reserve on its financial statements; (C) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice) (practice relating to obligations as to which there is no default on the “Owned Properties”)part of the Company, free and clear or the validity or amount of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are is being contested in good faith for which adequate reserves have been taken, by appropriate proceedings; and (D) (i) other encumbrances; (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and way or other similar encumbrances matters or restrictions or exclusions which would be shown by a current title report or other similar report; and (iii) any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, in the case of each of clauses (i) through (iii) that do not not, individually or in the aggregate, materially affect impair the use continued use, operation, value or marketability of the properties specific parcel of Owned Real Property or assets subject thereto Leased Real Property to which they relate 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 conduct 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, Company 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 as presently conducted.

Properties. Either Purchaser Company or one of its Subsidiaries Subsidiaries, except as Previously Disclosed, (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 Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries (a) has (or will have, at Closing) good and, as to real property, and marketable title to all the material owned 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 or one of its Subsidiaries or acquired after the date thereof Balance Sheet (except properties sold or otherwise disposed of since the date thereof of the Balance Sheet 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 conducted in good faith and for which adequate reserves have been takenestablished), (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 Balance Sheet (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 Seller, 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 Companies have good andtitle to, as to real propertyor in the case of leased Property have valid leasehold interests in, marketable title to 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 Balance Sheet or acquired after the date thereof (except properties sold Balance Sheet Date. The Companies have good and marketable, indefeasible, fee simple title to, or otherwise disposed of since the date thereof in the ordinary course case of business consistent with past practiceleased real property have valid leasehold interests in, all real property reflected on the Balance Sheet or acquired after the Balance Sheet Date. None of such property or assets (whether real or personal) (the “Owned Properties”)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); 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 (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 assets. (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 (whether real or personal) pending or, to Purchaser’s Knowledgethe knowledge of Sellers threatened, threatened which might materially detract from the value of such property or assets, or materially interfere with any present or intended use of any such property or assets. (c) Schedule 3.15(c) contains a list of (x) all real property leases to which any Company is a party (the "Leases") and (y) all Leases which require third party consents, authorizations, notices, assignments or other action in writingconnection with the transactions contemplated herein. Except as set forth on Schedule 3.15(c), (i) condemnation proceedings against each I-ease is in full force and effect; (ii) all rents and additional rents due on each such Lease have been paid through the Real Propertydate hereof; (iii) in each case, no Company has received notice that it is in default thereunder; (iv) no additional "percentage rent" or similar additional rent has been due on any Lease that would require a rent adjustment to such Lease as a result of the transactions contemplated hereby; and (v) neither the Companies nor, to the knowledge of the Sellers, any other party thereto, is in default or breach under any such Lease, and to the knowledge of the Sellers after due inquiry there exists no event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or breach by any Company under any such Lease. As of the date hereof, no lessor under any of the Leases has sought to terminate or modify in any respect any Lease in connection with or as a result of the transactions contemplated hereby. (d) The stores and improvements owned by the Companies are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses and are structurally sound. (e) The property and assets owned or leased by any Company, or which they otherwise have the right to use, constitute all of the property and assets held for use or used in connection with the businesses of any Company and are generally adequate to conduct such businesses as currently conducted.