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 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 or one of its Subsidiaries (a) Except as provided in Schedule 2.8 of the Wellsford Disclosure Letter, Wellsford or the Wellsford Subsidiary set forth on Schedule 2.2 of the Wellsford Disclosure Letter owns fee simple title to each of the real properties identified in Schedule 2.8 of the Wellsford Disclosure Letter (the "Wellsford Properties"), which are all of the real estate properties owned by them, in each case (except as provided below) free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances"). Except as set forth in Schedule 2.2 or Schedule 2.8 of the Wellsford Disclosure Letter, no other Person has good andany ownership interest in any of the Wellsford Properties, as and any such ownership interest so scheduled does not materially detract from the value of, or materially interfere with the present use of, any of the Wellsford Properties subject thereto or affected thereby. The Wellsford Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions set forth in the Wellsford Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, marketable title to all including zoning regulations, provided they does not materially adversely affect 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 current use 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 payableWellsford Property, (iii) easementsEncumbrances and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to EQR and listed in the Wellsford Disclosure Letter), rights of waywhich Encumbrances and Property Restrictions, and other similar encumbrances that in any event, do not materially affect detract from the value of, or materially interfere with the present use of, any of the properties or assets Wellsford Properties subject thereto or affected thereby thereby, and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, do not materially detract from the value of or materially interfere with the present use of any of the Wellsford Properties subject thereto or affected thereby, and do not otherwise materially impair business operations at such properties conducted by Wellsford and (iv) such imperfections or irregularities of title or Liens the Wellsford Subsidiaries. Except as do not materially affect the use provided in Schedule 2.8 of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectivelyWellsford Disclosure Letter, “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 no portion of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Wellsford Properties 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 (located in writing) condemnation proceedings against the Real Propertya flood zone area "V".

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 XXXX 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”), 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 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 Each of the Company and its Subsidiaries (a) has good and, as to real property, and marketable and indefeasible title to all the material properties properties, assets and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being premises owned by either Purchaser the Company or one any 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 delinquent which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due established and payablereflected on the financial statements of the Company, (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 sublessee of all leasehold estates reflected in either properties, assets and premises 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 sublessee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There 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 no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledgeany real property or premises on the date hereof in whole or in part. Section 3.21 of the Company Disclosure Schedule contains a complete and correct list of (i) all Company Owned Properties, threatened including real property designated as “other real estate owned” by the Company and other real property or premises operated by the Company or any of its Subsidiaries as of the date hereof and (in writingii) condemnation proceedings against all Company Leased Properties and together with a list of all applicable leases or subleases (each, a “Lease”) and the Real Propertyname of the lessor or sublessor.

Properties. Either Purchaser (a) As of the date of the First Amendment Effective Date, Schedule 3.05 sets forth the address of each parcel of real property that is owned by or one leased to any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists (after giving effect to any applicable notice requirement or grace period) except to the extent any such failure of such leases to be in full force and effect, or any default, could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries (a) has good andand indefeasible title to, as to or valid leasehold interests in, all of its real and personal property, marketable title to free of all Liens other than those permitted by Section 6.02. To the material properties Loan Parties’ knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and assets reflected in either none of the latest audited balance sheet Loan Parties or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser any of their respective Subsidiaries has entered into any settlement stipulation or one of its Subsidiaries or acquired after the date thereof other agreement (except properties sold or otherwise disposed of since the date thereof license agreements in the ordinary course of business consistent with past practicebusiness) which would cancel the validity of the Loan Parties’ or any of their Subsidiaries’ rights in any Intellectual Property owned by the Company or any of its Subsidiaries (the “Owned PropertiesBorrower Intellectual Property”)) in any respect that would reasonably be expected to have a Material Adverse Effect. To the Loan Parties’ knowledge, free and clear no pending claim has been asserted or threatened in writing by any Person challenging the use by the Company or any of all Liens its Subsidiaries of any nature whatsoeverBorrower Intellectual Property or the validity of any Borrower Intellectual Property, except (i) statutory Liens securing payments in each case as would not yet due or which are being contested in good faith for which adequate reserves reasonably be expected to have been takena Material Adverse Effect. To the Loan Parties’ knowledge, (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 any Borrower Intellectual Property by the properties Company 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 its Subsidiaries does not materially affect infringe on the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), 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 rights of any nature whatsoeverother Person in a manner that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment should be taken to protect the Borrower Intellectual Property, including Borrower Intellectual Property that is confidential in nature, except for Permitted Encumbrances, and is in possession of where the properties purported failure to do so would not reasonably be leased thereunder, and each such lease is valid without default thereunder by the lessee or, expected to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave a Material Adverse Effect.

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 or one As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (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, each of such Leases listed on Schedule 9.05(a) and (ii) Liens for real property Taxes not yet due each of such leases and payablesubleases listed on Schedule 9.05(b), (iii) easementsin each case, rights of way, is valid 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 enforceable in accordance with its terms 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”)is in full force and effect, and (b) is to the lessee knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold estates reflected interests in either (or otherwise has 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 propertyright to use), the “all of its Leased Real Property”), in each case as is necessary to the conduct of its business in the ordinary course, free and clear of all Liens of any nature whatsoeverother than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, except for Permitted Encumbrancesfrom time to time, and is in possession if it comes to the knowledge of the properties purported to be leased thereunder, and each such lease is valid without default thereunder Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the lessee or, to Purchaser’s KnowledgeInitial Borrowing Date, the lessor. There are no pending or, Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to Purchaser’s Knowledge, threatened (in writingthe knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) condemnation proceedings against the is leased by CFL then such Leased Real PropertyProperty shall automatically be deemed removed from Schedule 9.05(a).

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

Properties. Either Purchaser or one of its Subsidiaries (a) Section 3.8 of the Disclosure Schedule sets forth the address and description of each Owned Real Property. With respect to each Owned Real Property: (i) except as set forth in Section 3.8 of the Disclosure Schedule, the Company or a Subsidiary thereof (as the case may be) has good and, as to real property, and marketable fee simple 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, which shall be free and clear of all Liens as of any nature whatsoeverthe Closing, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takenPermitted Liens, (ii) Liens for real property Taxes except as set forth in Section 3.8 of the Disclosure Schedule, Company or a Subsidiary thereof has not yet due leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and payable, (iii) easementsthere are no outstanding options, rights of way, and other similar encumbrances that do not materially affect the use first offer or rights of the properties first refusal to purchase such Owned Real Property or assets subject thereto any portion thereof 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 lessorinterest therein. There are no proceedings in eminent domain or other similar proceedings pending or, to Purchaser’s Knowledgethe Knowledge of the Company, threatened (in writing) condemnation proceedings against threatened, affecting any portion of the Owned Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any Owned Real Property. The current use of the Owned Real Property does not violate in any material respect any instrument of record or agreement affecting such Owned Real Property. There is no violation of any covenant, condition, restriction, easement, agreement or order of any governmental authority having jurisdiction over any of the Owned Real Property that affects such Owned Real Property or the use or occupancy thereof, except a violation which would not result in material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Owned Real Property that, individually or in the aggregate, has had or resulted in, or will have or result in, material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect.

Properties. Either Purchaser or one Each of its the Company and the Company Subsidiaries (a) has good good, valid and, as to in the case of real property, marketable fee simple, title to all the material assets and properties that it owns and assets that are reflected in either on the latest audited Company's consolidated balance sheet as of September 30, 1999, or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or that were thereafter acquired after the date thereof (except for assets and properties sold sold, consumed or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”by them since such date), and such assets and properties are owned free and clear of all Liens of any nature whatsoeverliens, claims and Encumbrances, except for (ia) statutory Liens securing payments liens for taxes and assessments not yet due and payable or for taxes the validity of which are is being contested in good faith for which adequate reserves have been takenfaith, (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 liens, claims and Encumbrances to secure indebtedness reflected on the lessee Company's consolidated balance sheet as of all leasehold estates reflected September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in either the Financial Statements or acquired ordinary course of business and consistent with past practice after the date thereof thereof, (except for leases c) mechanic's, materialmen's and other liens, claims and Encumbrances that have expired arisen in the ordinary course of business and (d) imperfections of title and liens, claims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, nor will the Company or any Company Subsidiary be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by their terms since this Agreement, in breach of any lease agreement to which the date thereofCompany or any Company Subsidiary is a party (the "Company Leases") (collectively with the Owned Properties that constitute real propertybreach of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss of material rights under any Company Lease, and such execution, delivery and performance will not otherwise give rise to any right of any third party to terminate any Company Lease, the “Real Property”)termination of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss or impairment of material rights under any Company Lease. All the material buildings, free structures, equipment and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession other tangible assets of the properties purported Company and the Company Subsidiaries (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of business of the Company. Notwithstanding anything to be leased thereunderthe contrary, and each such lease no representations or warranties set forth in this Section 3.13 shall apply to any personal property of the Company or any Company Subsidiary that is valid without default thereunder by surplus to the lessee or, to Purchaser’s Knowledge, operating needs of the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against business of the Real PropertyCompany or any Company Subsidiary 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 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 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 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 Momentive or one of its Subsidiaries (ai) has good and, as to real property, marketable and valid title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements Momentive SEC Documents as being owned by either Purchaser Momentive or one of its Subsidiaries or acquired after the date thereof that are material to Momentive’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”business), free and clear of all Liens claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (iiB) Liens for real property Taxes not yet due and payable, (iii) easements, rights liens on assets of way, and other similar encumbrances that do not materially affect Subsidiaries of Momentive incurred in the use ordinary course of the properties or assets subject thereto or affected thereby or otherwise materially impair their business operations at such properties and (ivC) such imperfections or irregularities of title title, claims, liens, charges, security interests or Liens encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)properties, and (bii) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Momentive SEC Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to PurchaserMomentive’s Knowledgeknowledge, the lessor. There are no pending or, except in the case of clauses (i) and (ii) above as would not reasonably be expected to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyhave a material adverse effect on Momentive.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as has good andnot had and would not, as individually or in the aggregate, reasonably be expected to real propertyhave a Company Material Adverse Effect, the Company or a subsidiary of the Company (i) has good, marketable and fee simple title to the Company Owned Real Property and (ii) holds a valid leasehold interest in all the material properties and assets reflected subject to a Company Real Property Lease, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens liens, encumbrances, pledges, security interests, adverse claims, mortgages, deeds of any nature whatsoevertrust, hypothecations, charges or conditional sale or similar restrictions (“Liens”), except in all cases for (iA) statutory Liens liens securing payments not yet due or delinquent or which are being contested in good faith for which adequate reserves have been takenfaith, (iiB) Liens for real property Taxes not yet due and payable(1) such minor title defects or irregularities of title, (iii) non-monetary Liens, charges, easements, rights of way, covenants and other restrictions or encumbrances and (2) such matters which would be shown by a current title report or other similar encumbrances report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not not, in each case, materially affect the use use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (C) encumbrances for current Taxes or other governmental charges not yet due and delinquent, or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that are being contested in good faith by appropriate proceedings and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens as do not materially affect related to indebtedness reflected on the use consolidated financial statements of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such Company (items in clauses (A) through (F) referred to herein as “Company Permitted Liens”). Section 3.17(a)(i) of the Company Disclosure Schedule contains a true and complete list of all real properties (collectively, “Permitted Encumbrances”), by name and (blocation) is owned by the lessee Company or any of all leasehold estates reflected in either the Financial Statements or acquired after its subsidiaries as of the date thereof hereof, in each case that are material to the Company and its subsidiaries, taken as a whole (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Company Material Owned Real Property”), free and clear of all Liens of any nature whatsoever, except . The leases for Permitted Encumbrances, and is in possession real properties set forth on Section 3.17(a)(ii) of the properties purported Company Disclosure Schedule shall be referred to be leased thereunder, and each such lease is valid without default thereunder by herein as 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 “Company Material Real PropertyProperty Leases.”

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 practice) clause (the “Owned Properties”i), free the "PERMITTED ENCUMBRANCES"), (iii) Space Leases, reciprocal easement agreements and clear 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 ordinary course and do not adversely affect in any material respects the use or operation of all Liens the applicable Target Property or as disclosed in Section 3.9(a) of any nature whatsoever, except the Target Disclosure Letter and (iiv) statutory Liens securing payments real estate Taxes and special assessments not yet due or which are and payable (except as is being contested in good faith by appropriate proceedings and for which adequate reserves have a reserve in accordance with United States GAAP has been taken, (iiset forth in Section 3.9(a) 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 Target Disclosure Letter and on the books of Target 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 a Target Property Owner, 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”applicable), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) 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 or affected thereby 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 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 Standard Pacific for residential home building of the properties or assets subject thereto or Standard Pacific Owned Real Property affected thereby and (iii) neither Standard Pacific nor its Subsidiaries have collaterally assigned or otherwise materially impair business operations at such properties (collectively, “granted a security interest in the Standard Pacific Owned Real Property except for the Standard Pacific Permitted Encumbrances”)Liens. Neither Standard Pacific nor any of its Subsidiaries has received notice of any pending, and (b) to the knowledge of Standard Pacific there is the lessee of all leasehold estates reflected in either the Financial Statements no pending or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively threatened condemnation or eminent domain proceeding with the respect to any Standard Pacific Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrancesproceedings which are not having or would not reasonably be expected to have, and is 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 Standard Pacific Material Adverse Effect.

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.

Properties. Either Purchaser or one of its Subsidiaries (a) has good andAs of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, 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 Initial Borrowing Date (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicea) (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, each of such Leases listed on Schedule 9.05(a) and (ii) Liens for real property Taxes not yet due each of such leases and payablesubleases listed on Schedule 9.05(b), (iii) easementsin each case, rights of way, is valid 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 enforceable in accordance with its terms 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”)is in full force and effect, and (b) is to the lessee knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold estates reflected interests in either (or otherwise has 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 propertyright to use), the “all of its Leased Real Property”), in each case as is necessary to the conduct of its business in the ordinary course, free and clear of all Liens of any nature whatsoeverother than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, except for Permitted Encumbrancesfrom time to time, and is in possession if it comes to the knowledge of the properties purported to be leased thereunder, and each such lease is valid without default thereunder Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the lessee or, to Purchaser’s KnowledgeInitial Borrowing Date, the lessor. There are no pending or, Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to Purchaser’s Knowledge, threatened (in writingthe knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) condemnation proceedings against the is leased by CFL then such Leased Real PropertyProperty shall automatically be deemed removed from Schedule 9.05(a).

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 reasonably be expected to have, individually or in the aggregate, a material adverse effect on Company, Company 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 Company Financial Statements as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof which are material to 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 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 Company 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 Company 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 Company Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the Company SEC Documents), and (D) rights granted to any non-exclusive licensee of any Company Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C) and (D), “Company Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the Company 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 PurchaserCompany’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) With respect to the real property owned by the Company or its Subsidiaries and the Improvements (as defined below) thereon (collectively, “Owned Real Property”), 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 whatsoever, except Lien (iother than Permitted Liens); (b) 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 with respect to the real property Taxes not yet due leased, subleased or licensed to the Company or its Subsidiaries and payable, the Improvements (iiias defined below) 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 thereon (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 “Leased Real Property”), the Company or one of its Subsidiaries, as applicable, has a good and valid leasehold interest, free and clear of any Lien (other than Permitted Liens) in all Liens such Leased Real Property and the lease, sublease or license with respect to such Leased Real Property is valid, and binding on the Company or its Subsidiaries, as applicable, and to the knowledge of the Company, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (c) with respect to tangible assets, the Company or one of its Subsidiaries, as applicable, has a good and valid fee title or leasehold interest, free and clear of any nature whatsoeverLien (other than Permitted Liens) in all such tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (d) all buildings, structures, fixtures and improvements included within the Owned Real Property and Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would substantially interfere with the current use, occupancy or operation thereof; and (e) the Company has not received written notice with respect to the Owned Real Property or the Leased Real Property from any Governmental Entity pertaining to any violation of any law, ordinance, rule or regulation, which would have or would reasonably be expected to have a Material Adverse Effect on the Company. Section 4.18 of the Company Disclosure Schedule contains a true and complete list of all Owned Real Property or Leased Real Property. The applicable Tenant with respect to any Leased Real Property enjoys peaceful and undisturbed possession of such Leased Real Property, except for Permitted Encumbrancesany such failure to do so that, and is individually or in possession of the properties purported aggregate, would not have or reasonably be expected 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 a Material Adverse Effect.

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 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”), free and clear of all Liens of any nature whatsoever, except . The leases for Permitted Encumbrances, and is in possession real properties set forth on Section 3.14(a)(ii) of the properties purported Company Disclosure Schedule shall be referred to be leased thereunder, and each such lease is valid without default thereunder by herein as 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 “Company Material Real PropertyProperty Leases”.

Properties. Either Purchaser Except as set forth in Section 3.14 of the ANI Disclosure Schedule, ANI or one of its Subsidiaries (a) has good and, as to real property, marketable and valid title to all the material of its properties and assets assets, including those reflected in either the latest audited balance sheet or latest interim balance sheet included in the ANI Financial Statements as being owned by either Purchaser ANI or one of its Subsidiaries or acquired after the date thereof that are material to ANI’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”and as permitted under Section 5.1), free and clear of all Liens claims, liens (statutory or otherwise), charges, security interests, encumbrances or other adverse claims of any nature whatsoever, including mortgages, deeds of trust, pledges, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way or encumbrances of any nature whatsoever (each, a “Lien”), except (i) statutory Liens liens securing payments not yet due or liens which are being properly contested by ANI 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 ANI Financial Statements, (ii) 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 or value of the properties or assets subject thereto or affected thereby or otherwise materially adversely impair business operations at such properties properties, (iii) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the ANI Financial Statements and which have been or will be satisfied and released at or prior to the Closing Date, and (iv) rights granted to any non-exclusive licensee of any ANI Intellectual Property in the ordinary course of business consistent with past practices (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 (collectivelyi), (ii), (iii) and (iv), “ANI Permitted EncumbrancesLiens”), and (b) is the has a valid leasehold interest as a lessee of all leasehold estates reflected in either the ANI 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 PurchaserANI’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 reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Company, Company or one of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements such Company SEC Reports as being owned by either Purchaser Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicebusiness) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties that constitute real propertyProperties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Company, the lessor. There are no pending or, to Purchaser’s Knowledgethe Knowledge of Company, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as has good andnot had and would not, as individually or in the aggregate, reasonably be expected to real propertyhave a Parent Material Adverse Effect, Parent or a subsidiary of Parent (i) has good, marketable and fee simple title to the Parent Owned Real Property and (ii) holds a valid leasehold interest in all the material properties and assets reflected subject to a Parent Real Property Lease, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all Liens of any nature whatsoeverLiens, except in all cases for (iA) statutory Liens liens securing payments not yet due or delinquent or which are being contested in good faith for which adequate reserves have been takenfaith, (iiB) Liens for real property Taxes not yet due and payable(1) such minor title defects or irregularities of title, (iii) non-monetary Liens, charges, easements, rights of way, covenants and other restrictions or encumbrances and (2) such matters which would be shown by a current title report or other similar encumbrances report and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection, as do not not, in each case, materially affect the use use, occupancy or marketability of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (C) encumbrances for current Taxes or other governmental charges not yet due and delinquent, or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (D) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (E) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business for amounts not yet past due or that are being contested in good faith by appropriate proceedings and (ivF) such imperfections liens, mortgages, or irregularities deeds of trust, security interests or other encumbrances on title or Liens related to indebtedness reflected on the consolidated financial statements of Parent (items in clauses (A) through (F) referred to herein as do not materially affect the use “Parent Permitted Liens”). Section 4.15(a)(i) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such Parent Disclosure Schedule contains a true and complete list of all real properties (collectively, “Permitted Encumbrances”), by name and (blocation) is the lessee owned by Parent or any of all leasehold estates reflected in either the Financial Statements or acquired after its subsidiaries as of the date thereof hereof, in each case that are material to Parent and its subsidiaries, taken as a whole (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Parent Material Owned Real Property”), free and clear of all Liens of any nature whatsoever, except . The leases for Permitted Encumbrances, and is in possession real properties set forth on Section 4.15(a)(ii) of the properties purported Parent Disclosure Schedule shall be referred to be leased thereunder, and each such lease is valid without default thereunder by herein as 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 “Parent Material Real PropertyProperty Leases.”

Properties. Either Purchaser (i) Other than with respect to the Xxxxx Real Properties (which are addressed in clauses (ii)-(v) of this Section 4.1(o)), Xxxxx 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 Xxxxx SEC Documents as being owned by either Purchaser Xxxxx 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 Xxxxx (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), “Xxxxx Permitted EncumbrancesLiens”), and (bB) is the lessee of all leasehold estates reflected in either the Financial Statements latest audited financial statements included in the Xxxxx 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. 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) Except as set forth on Schedule 5.15(a), each of the Company and its Subsidiaries has good andgood, as to real property, valid and marketable title to to, or in the case of leased properties and assets, valid leasehold interests in, all the material assets and properties that it owns or uses and assets that are reflected in either on the latest audited Company’s most recent consolidated balance sheet (or latest interim balance sheet in the footnotes related thereto) included in the Financial Statements as being owned by either Purchaser Available Company SEC Documents (the “Company Balance Sheet”), or one of its Subsidiaries or that were thereafter acquired after the date thereof (except for assets and properties sold sold, consumed or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicesince such date) (except where the “Owned Properties”)failure to have such title or valid leaseholds would not reasonably be expected to have a Material Adverse Effect, and such assets and properties are owned free and clear of all Liens of any nature whatsoeverLiens, except for (ia) statutory Liens securing payments reflected in the consolidated balance sheet of the Company included in the Available Company SEC Documents, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such properties by the Company or any of its Subsidiaries in the operation of their respective businesses, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserves have reserve has been takenprovided on the appropriate financial statements, (iid) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s, repairmen’s, warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens for real property Taxes which have not yet due and payablewould not reasonably be expected to have, (iii) easementsindividually or in the aggregate, 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 Material Adverse Effect.

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 (except for leases that have expired by their terms since the date thereofhereof, in compliance with Section 5.1(c)(x)) (collectively with the Owned Properties that constitute real property, the items in clauses (A) through (G) are referred to herein as “Real PropertyPermitted Liens”). This Section 3.14 does not relate to Intellectual Property, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and which is addressed 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 PropertySection 3.16.

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) 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 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. There 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 no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledgeany 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, threatened (in writing) condemnation proceedings against the Real Propertya “Lease”).

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

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

Properties. Either Purchaser 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 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 (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 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 interfere with the Owned Properties that constitute real propertymarketability, the “Real Property”), free value or use and clear of all Liens enjoyment of any nature whatsoeversuch real property (as such property is currently being used or, except for Permitted Encumbranceswith respect to any development properties, and is in possession of the properties purported intended 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 Propertyused).

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 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 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 (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 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 that were made available to the Company on the Parent Datasite prior to the date hereof, 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 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 interfere with the Owned Properties that constitute real propertymarketability, the “Real Property”), free value or use and clear of all Liens enjoyment of any nature whatsoeversuch real property (as such property is currently being used or, except for Permitted Encumbranceswith respect to any development properties, and is in possession of the properties purported intended 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 Propertyused).

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 likely, individually or in the aggregate, to have a Material Adverse Effect on Xxxxxx, Xxxxxx 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 Xxxxxx SEC Reports as being owned by either Purchaser Xxxxxx 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 “Xxxxxx 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 Xxxxxx SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Xxxxxx Leased Properties” and, collectively with the Owned Properties that constitute real propertyProperties, the “Xxxxxx 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 Xxxxxx, the lessor. There are no pending or, to Purchaser’s Knowledgethe knowledge of Xxxxxx, threatened (in writing) condemnation proceedings against the Xxxxxx Real Property, which would not reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect on Xxxxxx.

Properties. Either Purchaser (i) Except as would not have, or one would not reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect, as of the date hereof, (A) VEREIT has delivered to or made available to Realty Income a copy of each Material VEREIT Lease that is true and complete in all material respects. (B) to the knowledge of VEREIT, as of the date hereof, each Material VEREIT Lease is in full force and effect, and neither VEREIT nor any of its Subsidiaries nor, to the knowledge of VEREIT, any other party to a Material VEREIT Lease, is in default beyond any applicable notice and cure period under any Material VEREIT Lease, which default is in effect on the date of this Agreement and (aC) has good andneither VEREIT, VEREIT OP nor any of their Subsidiaries has, prior to the date hereof, received from any counterparty under any Material VEREIT Lease a notice from the tenant of any intention to vacate and terminate prior to the end of the term of such Material VEREIT Lease. Section 3.1(p)(i) of the VEREIT Disclosure Letter sets forth, as of December 31, 2020, a complete list of all Material VEREIT Leases, including, with respect to real propertyeach Material VEREIT Lease, marketable title to all the material properties address, the identities of the landlord and assets reflected in either tenant, the latest audited balance sheet or latest interim balance sheet included in square feet of rented area, the Financial Statements annualized rent as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (hereof and the remaining term of such lease. Except as set forth on Section 3.1(p)(i) of the VEREIT Disclosure Letter or except properties sold or otherwise disposed of since as has been resolved prior to the date thereof in hereof, as of the ordinary course date 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 takenthis Agreement, (ii1) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect no tenant under any Material VEREIT Lease is currently asserting in writing a right to cancel or terminate such Material VEREIT Lease prior to the use end 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”)current term, and (b2) is the lessee neither VEREIT, VEREIT OP nor any 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 Subsidiaries has received notice of any nature whatsoeverinsolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material VEREIT Lease where such proceeding remains pending, except for Permitted Encumbrancesexcept, and is in possession of each case, as would not reasonably be expected, individually or in the properties purported aggregate to be leased thereundermaterial and adverse to VEREIT and its Subsidiaries, 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 Propertytaken as a whole.

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 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) Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all material real property owned by the Company or one any of its Subsidiaries (a“Current Company Owned Real Property”) and all material property leased for the benefit of the Company or any of its Subsidiaries (“Current Company Leased Real Property”). Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has (i) good and, as and marketable title in fee simple to real property, all Current Company Owned Real Property and (ii) good and marketable leasehold title to all the material properties and assets reflected Current Company Leased Real Property, in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”)each case, free and clear of all Liens of any nature whatsoever, except for (iA) statutory Liens securing payments for current taxes and assessments not yet past due or the amount or validity of which are is being contested in good faith by appropriate proceedings and for which adequate reserves have been takenestablished therefor, (iiB) mechanics’, workmen’s, repairmen’s, warehousemen’s, landlords’, carriers’ or similar Liens for arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (C) any matter that would be disclosed on a current title report or survey and such other matters of record, Liens and other imperfections of title, in each case, with respect to Current Company Owned Real Property and Current Company Leased Real Property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect to which they relate in the use business of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Company and its Subsidiaries as currently conducted (such properties and matters described in the foregoing clauses (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 (collectivelyA)-(C), “Permitted Encumbrances”), and (b) is . To 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 Knowledge of the properties purported Company, no parcel of Current Company Owned Real Property or Current Company Leased Real Property is subject to any governmental decree or order to be leased thereundersold or is being condemned, and each such lease is valid expropriated or otherwise taken by any Governmental Entity with or without default thereunder by the lessee orpayment of compensation therefor, nor, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There are no pending orhas any such condemnation, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyexpropriation or taking been proposed by any Governmental Entity.

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 disclosed in the First-Knox XXX Documents filed prior to the date of this Agreement or in writing to the other party prior to the date hereof, First-Knox xx 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 XXX Documents as being owned by either Purchaser or First-Knox xx one of its Subsidiaries or acquired after the date thereof which are material to First-Knox'x xxxiness 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 xxxch 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 XXX 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'x xxxwledge, as of the date hereof, the lessor. There are no pending or, First-Knox xxx 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 xx any Subsidiary of First-Knox.

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. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the 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 or one of (i) The Company and its Subsidiaries (a) has subsidiaries have good and, as to real property, marketable and indefeasible title to all the material properties property 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 Balance Sheet or acquired by the Company and its subsidiaries after the date thereof of the Balance Sheet (except properties for inventory, obsolete equipment and real estate not used in or necessary for the operation of their business sold or otherwise disposed of and accounts receivable collected since such date in the date thereof ordinary course of business), and have a valid leasehold interest in or other right to use all other property and assets used in their business, free and clear of all mortgages, liens, pledges, charges, restrictions, encroachments, rights of third parties or other encumbrances of any kind or character other than (A) liens for Taxes which are not yet delinquent or that are being contested in good faith by appropriate proceedings for which adequate reserves have been set aside, (B) 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 which are not yet due delinquent or which that are being contested in good faith by appropriate proceedings for which adequate reserves have been takenset aside, (iiC) Liens for encumbrances on real property Taxes not yet due and payablein the nature of zoning restrictions, (iii) easements, rights of way, encroachments, restrictive covenants and other similar encumbrances that rights or restrictions which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not not, individually or in the aggregate, materially affect detract from the use of value the properties or assets subject thereto or affected thereby or otherwise materially impair present 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 (bD) is existing mortgages, liens and encumbrances disclosed in the lessee of all leasehold estates reflected Balance Sheet (or 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”notes thereto), free and clear except where the failure to have such title, leasehold interests or other rights to use, or the existence of all Liens such mortgages, liens, pledges, charges, restrictions, encroachments, rights of any nature whatsoeverthird parties or other encumbrances, except for Permitted Encumbrances, has not had and is not reasonably likely 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 Material Adverse Effect.

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 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 Section 4.7 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 with respect to Intellectual Property, which is covered by Section 4.10, and except as has not had and would not reasonably be expected to have, individually or one of in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries (a) has own, and have good and, as to real property, marketable and valid title to all the material tangible personal properties and assets purported to be owned by them or a valid leasehold interest in all tangible personal properties purported to be used by them, including: (i) all personal properties 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 SEC Reports filed prior to the date thereof hereof (except properties for inventory or used or obsolete equipment sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practicesince the date of such balance sheet) or acquired after the date thereof; and (ii) all other personal properties reflected in the “books and records of the Company and its Subsidiaries as being owned by the Company and its Subsidiaries. All of said personal properties which are owned by the Company and its Subsidiaries, and all Company Owned Properties”Real Property (hereinafter defined), are owned by them free and clear of all Liens of any nature whatsoeverLiens, except (i1) statutory Liens for Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been set aside by the Company, (2) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (3) mechanics’, materialmen’s, architects’, warehousemen’s, landlords’ and other like statutory Liens arising or incurred in the ordinary course of business, either securing payments not yet due or which that are being contested in good faith by appropriate proceedings and for which adequate appropriate reserves have been takenset aside by the Company, (ii4) 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 or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (5) mortgages or deeds of trust (to the extent Made Available to Parent), (6) security interests or other encumbrances on title related to indebtedness reflected on the latest balance sheet included in the SEC Reports filed prior to the date hereof, (7) zoning, building codes and other land use laws, imposed by any Governmental Entity having jurisdiction, that regulate use or occupancy of any Company Owned Real Property and (iv) such imperfections 8) other Liens being contested in good faith in the ordinary course of business or irregularities of title that would not reasonably be expected to have, individually 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 aggregate, a Material Adverse Effect (collectively, the “Permitted EncumbrancesLiens”), . All material items of equipment and other tangible properties owned by or leased to the Company or its Subsidiaries are in good and safe condition and repair (bordinary wear and tear excepted) is and are adequate in all material respects for the lessee of all leasehold estates reflected in either uses to which they are being put and for 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 business of the Company or its Subsidiaries in the manner in which such lease business 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 Propertycurrently being conducted.

Properties. Either Purchaser The Company does not own any real property in fee simple. Schedule 2.8 contains a list of all real property leases pursuant to which the Company leases or one has leased any real property (the "Leases"). Schedule 2.8 provides an accurate description of its Subsidiaries the premises covered in each such Lease and the facilities located on such premises. The Company has good and valid title to (a) has good and, as to real property, marketable title to all the material properties and assets reflected they purport to own, whether real or personal, tangible or intangible, and (b) the leasehold estates conveyed under each Lease, free and clear of all mortgages, liens, attachments, pledges, claims, charges, restrictions, encumbrances or security interests of any nature whatsoever ("Liens"), except (i) Liens for current Taxes not yet due and payable or which may hereafter be paid without penalty, (ii) Liens described in either Schedule 2.8, (iii) Liens of any landlord created or imposed by the latest audited balance sheet Leases, (iv) zoning, building and other similar governmental restrictions and Liens imposed by operation of law (including mechanics', carriers', workmen's, repairmen's, landlord's liens or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other similar liens arising from 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) (and for which the “Owned Properties”underlying payments are not yet delinquent), free and clear of all Liens (v) in the case of any nature whatsoeverleasehold estate held under any Lease, except Liens (inot created by the Company) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takenencumbering the underlying fee title to the demised property, and (iivi) Liens for real property Taxes not yet due and payable, (iii) other easements, rights of waycovenants, and encroachments, rights-of-way or other similar encumbrances that restrictions and imperfections of title, which do not materially affect impair the use of the properties or assets property subject thereto or affected thereby or otherwise materially impair in the 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 Company as presently conducted (the foregoing items (i) through (vi) being referred to herein collectively as "Permitted Liens"). To Seller's knowledge, each Lease is in full force and effect. The Company is not (with or assets subject thereto without the lapse of time or affected thereby the giving of notice, or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)both) in breach or default under a Lease to which it is a party, and to Seller's knowledge, no other party to any such Lease is (bwith or without the lapse of time or the giving of notice, or both) is the lessee of all leasehold estates reflected in breach or default thereunder, except, in either case, for such breaches or defaults which would not, individually or in the Financial Statements aggregate, have a Material Adverse Effect. Neither the Company nor Seller has received any notice or acquired after the date thereof other communication (except for leases that have expired by their terms since the date thereofincluding, without limitation, in electronic form) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens regarding any actual or threatened termination 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 PropertyLease.

Properties. Either Purchaser Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Kmart, Kmart 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 Kmart SEC Documents as being owned by either Purchaser Kmart or one of its Subsidiaries or acquired after the date thereof that are material to Kmart'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 due,(B) such imperfections or which are being contested in good faith for which adequate reserves have been takenirregularities of title, (ii) Liens for real property Taxes not yet due and payableclaims, (iii) 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 Kmart (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), “"Kmart 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 Kmart 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 KnowledgeKmart'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 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 whatsoeverexcept for (1) secured indebtedness as is properly reflected in the latest audited balance sheet included in the Recent SEC Documents, except (i2) 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 (iv3) 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 Except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect, the Company or a subsidiary of its Subsidiaries (a) the Company owns and has good andand valid title to, as to real propertyor has a good and valid leasehold, marketable title to all the material properties and assets reflected in either the latest audited balance sheet easement, right of way, trackage rights, license 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 other interest in, or otherwise disposed has a valid right of since possession, use or access to, all items of real and personal property of the date thereof Company and its subsidiaries, in the ordinary course of business consistent with past practice) (the “Owned Properties”)each case, free and clear of all Liens liens, encumbrances, claims, security interests, options, defects, imperfections of any nature whatsoever, title and other similar restrictions and limitations (“Liens”) (except in all cases for (iA) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (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, Liens, charges, easements, covenants and other restrictions or Liens encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as currently conducted, (collectivelyC) easements, “Permitted Encumbrances”)rights of way or other similar matters or restrictions or exclusions which are matters of public record or which would be shown by a current title report or other similar report and any condition or other matter that would be shown or disclosed by a current and accurate survey, and (b) is railroad valuation map 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, (D) encumbrances affecting the interest of the grantor of any easements benefitting any real property which were not granted by or consented to by the Company or any of its subsidiaries, (E) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established in accordance with GAAP, (F) 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, (G) Liens granted in connection with Contracts entered into in the ordinary course of business pursuant to which a Governmental Entity will pay for a certain portion of a capital project associated with a railroad located in that Governmental Entity’s jurisdiction, (H) 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 for such encumbrances that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established and (I) mortgages, or deeds of trust, security interests or other Liens or encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company) (items in clauses (A) through (I) 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 Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on XM, and except as set forth in Section 3.1(n) of the XM Disclosure Schedule, XM 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 XM Financial Statements as being owned by either Purchaser XM or one of its Subsidiaries or acquired after the date thereof which are material to XM’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 XM 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 XM 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 XM Financial Statements (except such liens which have been satisfied or otherwise discharged in the ordinary course of business since the date of the XM SEC Documents), and (D) rights granted to any non-exclusive licensee of any XM Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (B), (C), and (D) “XM Permitted EncumbrancesLiens”), and (bii) is the lessee of all leasehold estates reflected in either the XM 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 PurchaserXM’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 Acquiror 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 Acquiror 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 Acquiror 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 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) liens existing on any asset of any Person at the time such Person is acquired by or otherwise is combined with Acquiror or any of Acquiror’s Subsidiaries, provided the lien was not created in contemplation of that event; (viii) liens on property required by Regulation W promulgated by the Federal Reserve; and (ix) liens incidental to the conduct of business or ownership of property of Acquiror 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee use thereof as of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for of this Agreement. Acquiror and each of its Subsidiaries as lessee has the right under valid and existing leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyto occupy, the “Real Property”)use, free possess and clear of control any and 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 Acquiror, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

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

Properties. Either Purchaser Except as set forth in Section 5.25 of the Company Disclosure Schedule and except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries (a) has good andand marketable title or a valid and enforceable leasehold, as to real propertyapplicable, marketable title free and clear of all Liens, to all of the material properties and assets assets, real and personal, tangible or intangible, which are reflected in either on the latest audited balance sheet or latest interim balance sheet included in Company Balance Sheet as of the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Company Balance Sheet Date or acquired after such date, except (i) Liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable Law notwithstanding any such contest, (ii) such imperfections of title, easements and encumbrances, if any, as do not materially impair the use of the respective property as such property is used on the date thereof hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (except iii) for dispositions of or encumbrances on such properties sold or otherwise disposed assets in the ordinary course of since business, (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens and encumbrances arising in the date thereof ordinary course of business, (v) Liens securing obligations that are reflected in such consolidated balance sheet, and changes in such obligations in the ordinary course of business consistent since the Company Balance Sheet Date or (vi) the lessor’s interest in any such property that is leased. All material leases pursuant to which the Company or any of its Subsidiaries, as lessee, leases real or personal property are valid and enforceable in accordance with past practice) (their respective terms and are bona fide, arm’s length leases, at rents that constituted market rents as of the “Owned Properties”)respective dates such leases were entered into. Section 5.25 of the Company Disclosure Schedule sets forth a true, free correct and clear complete list of all Liens real properties owned or leased by the Company or any of any nature whatsoever, except (i) statutory Liens securing payments not yet due its Subsidiaries. The Company has made available to Parent copies of all documents creating 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 evidencing fee or leasehold interests of the properties Company and its Subsidiaries, including all modifications 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 Propertyamendments thereto.

Properties. Either Purchaser or one Acquiror 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 Acquiror 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 practicemost recent Acquiror Financial Statements; (ii) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments liens for Taxes or other governmental charges not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate reserves liabilities have been taken, (ii) Liens for real property Taxes not yet due established and payable, reflected in the Acquiror 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 Subsidiary of Acquiror 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) 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 Acquiror or otherwise its Subsidiaries; (viii) liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of its 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 Acquiror 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee use thereof as of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for of this Agreement. Acquiror and each of its Subsidiaries as lessee has the right under valid and existing leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyto occupy, the “Real Property”)use, free possess and clear of control any and 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 Acquiror, the lessor. There are no pending orTo the Knowledge of the Acquiror, to Purchaser’s Knowledgeall buildings and structures owned by the Acquiror 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 None of Cxxxx or one any of its the Cxxxx Subsidiaries (a) has good and, as to own any real property. Section 3.18 of the Cxxxx Disclosure Schedule sets forth by location all real property used or occupied by Cxxxx or any Cxxxx Subsidiary (each, marketable title to all a “Leased Property”) that is held under lease or sub-lease by Cxxxx or any 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 Cxxxx 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 PropertiesLeases”). Except for the properties subject to the Leases and as set forth in Section 3.18 of the Cxxxx Disclosure Schedule, each of Cxxxx and the Cxxxx Subsidiaries has good title, free and clear of all Liens Liens, to all of any nature whatsoeverits material tangible personal property, except for (i) statutory Liens securing payments not yet due or which are being contested in good faith liens for which adequate reserves have been taken, (ii) Liens for real property current Taxes not yet due and payable, (ii) liens imposed by Law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers and materialmen and (iii) easementsliens in respect of pledges or deposits under workers’ compensation Laws, rights all of way, and other similar encumbrances that do which would not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at reasonably be expected to have a Material Adverse Effect (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 (collectivelyexceptions, “Permitted EncumbrancesLiens”). All material tangible property owned by Cxxxx or any Cxxxx Subsidiary is free from material defects, has been maintained in accordance with past practice of Cxxxx or the applicable Cxxxx Subsidiary and generally accepted industry practice, is in good working order, ordinary wear and tear excepted, and is suitable for the purposes for which they are presently used. All material tangible personal property leased by Cxxxx or any Cxxxx Subsidiary is in good working order, ordinary wear and tear excepted, and is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and upon expiration thereof. With respect to each Leased Property, (bi) is the lessee of all Cxxxx or such Cxxxx Subsidiary has a good and valid 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 thereofas applicable, subleasehold) (collectively with the Owned Properties that constitute real property, the “Real Property”)estate relating thereto, free and clear of all Liens (except for Permitted Liens), leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except for Permitted Encumbrances(A) as set forth in such Lease, (B) any easements or rights of way, (C) any encumbrances of record affecting the fee title to the Leased Property or affecting any superior landlord’s interest in the Leased Property, (D) the rights of any ground landlord, if any, and any mortgagee(s), if any, of the landlord or any ground landlord, in the case of (B), (C) and (D), that do not and will not for the term of the applicable Lease materially interfere with the use of the property subject thereto or affected thereby, consistent with its current use (ii) the Lease relating to such Leased Property is in possession of writing and is legal, valid, binding, in full force and effect and enforceable in accordance with its terms, (iii) the properties purported Lease relating to such Leased Property will, immediately following the Effective Time, continue to be leased thereunderlegal, valid, binding, in full force and each effect and enforceable in accordance with its terms as in effect on the date hereof, (iv) Cxxxx or such lease Cxxxx Subsidiary is valid without default thereunder by the lessee ornot and, to Purchaser’s Knowledgethe knowledge of Cxxxx, no other party to the lessor. There are Lease relating to such Leased Property is, in breach or violation of, or in default under, such Lease, (v) no event, occurrence, condition or act has occurred, is pending or, to Purchaser’s Knowledgethe knowledge of Cxxxx is threatened, threatened which, with the giving of notice, lapse of time, or the happening of any further event, occurrence, condition or act, would constitute a breach or default by Cxxxx, such Cxxxx Subsidiary or, to the knowledge of Cxxxx, any other party to such Lease, under such Lease, or give rise to a right of termination, cancellation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any such Lease, (vi) there are no disputes, oral agreements or forbearance programs in writingeffect as to the Lease relating to such Leased Property, (vii) condemnation proceedings against all facilities included in such Leased Property are supplied with utilities and other services adequate for the Real Propertyoperation of such facilities, (viii) all rents and additional rents due on the Lease relating to such Leased Property have been paid, and (ix) the current use by Cxxxx or such Cxxxx Subsidiary of the facilities located on such Leased Property does not violate any local zoning or similar land use requirement or other Law in any material respect. Cxxxx has made available to Acquiror complete and accurate copies of each of the Leases and none of the Leases has been modified, except to the extent such modifications have been disclosed in Section 3.18 of the Cxxxx Disclosure Schedule.

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) Neither the Company nor any of its Subsidiaries owns any real property. The Company and its Subsidiaries lease or one sublease all real property used in their business as now conducted and proposed to be conducted. Section 2.10(a) of the Disclosure Schedule describes all real property leased or subleased by the Company or any 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 specifying the name of the properties purported lessor or sublessor, the lease term and basic annual rent. The Company has delivered to be leased thereunderParent a true and complete copy of each lease or sublease relating to the Real Property, each of which is disclosed on Section 2.10(a) of the Disclosure Schedule (the “Leases”). With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and each such lease is valid without default thereunder by in full force and effect and, if applicable, has been duly filed with the lessee or, competent Governmental Body in accordance with Legal Requirements; (ii) to Purchaserthe Company’s Knowledge, the lessor. There Company’s or its Subsidiary’s possession and quiet enjoyment of the Real Property has not been disturbed and there are no disputes with respect to such Lease; (iii) the Company and its Subsidiaries are not and, to the Company’s Knowledge, no other party to such Lease is in material breach or material default under such Lease and, to the Company’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit the termination, modification or acceleration of rent under such Lease; (iv) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy the Real Property subject to such Lease or any portion thereof; and (v) there is no pending or, to Purchaser’s Knowledgethe Knowledge of the Company, threatened (in writing) condemnation proceedings against condemnation, foreclosure or other similar exercise of mortgage right, or eminent domain proceeding or other litigation affecting the Real PropertyProperty subject to such Lease.

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 “Xxxxxx Owned Real Property”), except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Xxxxxx Material Adverse Effect, (i) either Xxxxxx or a Subsidiary of Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx or (E) which would not reasonably be expected to materially impair the continued use of a Xxxxxx Owned Real Property or a Xxxxxx Leased Real Property as currently operated (each of the foregoing, a “Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 (a) Section 3.13(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, contains a correct street address of such Owned Real Property. (b) Section 3.13(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, identifies the 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) Except as would not have, individually or in the aggregate, a Material Adverse Effect, 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 (i) statutory Liens liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due 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, 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 (iii) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company (collectively, “"Permitted Encumbrances”Liens"). (d) Except as would not have, individually or in the aggregate, a Material Adverse Effect, other than the Real Property Leases, 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) Except as would not have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, and (b) there is the lessee of all leasehold estates reflected in no material default under any Real Property Lease 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 Company or its subsidiaries party thereto or, to Purchaser’s Knowledgethe knowledge of the Company, by any other party thereto. (f) Except as would not have, individually or in the lessor. There are no aggregate, a Material Adverse Effect, there does not exist any pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to Purchaser’s Knowledgethe knowledge of the Company, any such proceedings that affect any Leased Real Property or, to the knowledge of the Company, any threatened (in writing) condemnation or eminent domain proceedings against the 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. SECTION 3.14

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, (ii) Liens for Taxes not yet due and payable or which that are being contested in good faith and for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due established and payablereflected on the financial statements of the Company, (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 properties and assets 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. There 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 no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledgeany real property or premises on the date hereof in whole or in part. Section 3.21 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 (each, threatened (in writinga “Lease”) condemnation proceedings against and the Real Propertyname of the lessor or sublessor.

Properties. Either Purchaser or one of (i) The Company and its Subsidiaries (a) has subsidiaries have good and, as to real property, marketable and indefeasible title to all the material properties property 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 Balance Sheet or acquired by the Company and its subsidiaries after the date thereof of the Balance Sheet (except properties for inventory, obsolete equipment and real estate not used in or necessary for the operation of their business sold or otherwise disposed of and accounts receivable collected since such date in the date thereof ordinary course of business), and have a valid leasehold interest in or other right to use all other property and assets used in their business, free and clear of all mortgages, liens, pledges, charges, restrictions, encroachments, rights of third parties or other encumbrances of any kind or character other than (A) liens for Taxes which are not yet delinquent or that are being contested in good faith by appropriate proceedings for which adequate reserves have been set aside, (B) 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 which are not yet due delinquent or which that are being contested in good faith by appropriate proceedings for which adequate reserves have been takenset aside, (iiC) Liens for encumbrances on real property Taxes not yet due and payablein the nature of zoning restrictions, (iii) easements, rights of way, encroachments, restrictive covenants and other similar encumbrances that rights or restrictions which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not not, individually or in the aggregate, materially affect detract from the use of value the properties or assets subject thereto or affected thereby or otherwise materially impair present 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 (bD) is existing mortgages, liens and encumbrances disclosed in the lessee of all leasehold estates reflected Balance Sheet (or 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”notes thereto), free and clear except where the failure to have such title, leasehold interests or other rights to use, or the existence of all Liens such mortgages, liens, pledges, charges, restrictions, encroachments, rights of any nature whatsoeverthird parties or other encumbrances, except for Permitted Encumbrances, has not had and is not reasonably likely 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 Material Adverse Effect.

Properties. Either Purchaser or one (a) Valley and each of its Subsidiaries (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser Valley or one any of its Subsidiaries or acquired after Subsidiaries, as the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) case may be, including, but not limited to, any automated teller machines (the “Valley Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold estates reflected in either leaseholds leased or subleased by Valley or any of its Subsidiaries (the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (“Valley Leased Properties” and, collectively with the Valley Owned Properties that constitute real propertyProperties, the “Valley Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or subleassee or, to Purchaser’s Knowledgethe Knowledge of Valley, the lessor. There Neither Valley nor any of its Subsidiaries owns, or is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledgeany real property or premises on the date hereof in whole or in part. Section 3.21(a)-(a) of the Valley Disclosure Schedule contains a complete and correct list of all the Valley Owned Properties. Section 3.21(a)-(b) of the Valley Disclosure Schedule contains a complete and correct list of all Valley Leased Properties and together with a list of all applicable leases or subleases and the name of the lessor or sublessor (each, threatened (in writing) condemnation proceedings against the Real Propertya “Lease”).

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 unaudited 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 or one of its Except as set forth on Schedule 2.9, Salex and the Salex Subsidiaries (a) has good and, as to real property, have marketable title to all of the material properties and assets reflected in either on the latest audited balance sheet or latest interim balance sheet included in the Unaudited Interim Financial Statements and which, taken as being owned by either Purchaser or one a whole, are material to the conduct of its Subsidiaries or acquired after the date thereof (their business, except properties or assets 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 any and all Liens mortgages, liens (including liens for current Taxes, as defined in Subsection 2.15(c) hereof), pledges, claims, charges and encumbrances of any nature whatsoeverwhatsoever (hereinafter collectively, except (i) statutory "Liens"), other than Liens securing payments not yet due and payable 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 wayby appropriate proceedings, and other similar encumbrances that than such Liens or imperfections of title, if any, which are not substantial in character, amount or extent and do not materially interfere with the present or continued use of such property or otherwise materially adversely affect the use of the properties value or assets subject thereto or affected thereby transferability thereof or otherwise materially impair business the Business or operations at such properties of Salex as conducted on the date hereof. Listed separately on Schedule 2.9 hereof are all material plants, structures, and equipment which are in the case of plants and structures owned by Salex or the Salex Subsidiaries and, in the case of equipment, leased by Salex or the Salex Subsidiaries. Schedule 2.9 sets forth all (iva) such imperfections real property which is leased (whether as lessor or irregularities of lessee) or subject to lease (whether as lessor or lessee) by Salex or the Salex Subsidiaries, or which is subject to a title retention or Liens as do not materially affect the use of the properties conditional sales agreement or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)other security device, and (b) material tangible personal property which is owned, leased (whether as lessor or lessee) or subject to contract or commitment of purchase or sale or lease (whether as lessor or lessee) by Salex or 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 PropertySalex Subsidiaries.

Properties. Either Purchaser or one of its Subsidiaries (a) Section 3.10(a) of the Company Disclosure Letter identifies all real property owned by the Company or the Company Subsidiaries (the "Company Owned Properties"). Section 3.10(a) of the Company Disclosure Letter identifies all real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the "Company Leased Properties" together with the Company Owned Properties, the "Company Properties"). Section 3.10(a) of the Company Disclosure Letter lists every real property for which the Company or the Company Subsidiaries has good anda Contract to buy or lease any real property at some future date. Except as provided on Section 3.10(a) of the Company Disclosure Letter, as to real property, marketable the Company or the Company Subsidiary set forth on Section 3.10(a) of the Company Disclosure Letter owns fee simple title to all each of the material properties Company Owned Properties and assets reflected has a valid leasehold interest in either each 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 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”), Company Leased Properties free and clear of all Liens any rights of any nature whatsoeverway, easements, encumbrances written agreements or reservations of an interest in title (collectively, "Property Restrictions") and other Liens, except for the following (collectively, the "Permitted Liens"): (i) statutory Liens securing payments Property Restrictions imposed or promulgated by Legal Requirements with respect to real property and improvements, including zoning regulations, provided they do not yet due or which are being contested in good faith for which adequate reserves have been takenmaterially adversely affect the current use of any Company Property, (ii) Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to Parent), except for real property Taxes those Liens set forth on Section 3.10(a)(ii) of the Disclosure Letter (which Liens no longer encumber the Company Properties), (iii) mechanics', carriers', workmen's, repairmen's and similar Liens, incurred in the Ordinary Course of Business and which (x) are not yet due and payable, (iiiy) easements, rights of way, are duly budgeted to be paid and other similar encumbrances that (z) do not materially affect detract from the value of or materially interfere with the present use of any of the properties or assets Company Properties subject thereto or affected thereby thereby, (iv) Liens for Taxes that are not yet due and payable, (v) any current Liens for indebtedness related to the Company Properties set forth on Section 3.10(a) of the Company Disclosure Letter, and (vi) the Space Leases (as defined herein); provided further that no Lien not in existence on the date hereof or otherwise Property Restriction (except for those described in clauses (i), (iii), (iv), (v) and (vi) above) shall be a Permitted Lien if it will materially impair business operations at such properties conducted by the Company and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use Company Subsidiaries. To the Knowledge of the properties Company or assets subject thereto the Company Subsidiaries, each Company Permit or affected thereby other agreement, easement or otherwise materially impair business operations at other right (such properties agreement shall be included as a Material Contract (collectively, “Permitted Encumbrances”as defined herein), ) which is necessary to permit the lawful use and (b) operation of the buildings and improvements on any of the Company Properties or which is necessary to permit the lessee lawful use and operation of all leasehold estates reflected in either driveways, roads and other means of egress and ingress to and from any of 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 Company Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, has been obtained and is in possession of the properties purported to be leased thereunder, full force 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 Propertyeffect.

Properties. Either Purchaser Schedule 3.7 lists and describes briefly (i) all real property that the Company and the Company Subsidiaries own and (ii) all real property leased to the Company or one any of its Subsidiaries (a) the Company Subsidiaries, the location, the rent and the expiration dates, if any, under such leases. The Company has good and, as to real property, and marketable title to to, or a valid leasehold or license interest in, all the material tangible properties and assets (real, personal and mixed) 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 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 Company Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms properties and assets sold or otherwise disposed of in the ordinary course of business since the date thereofof the Company Balance Sheet) (collectively with necessary for the Owned Properties that constitute real property, the “Real Property”)present or proposed conduct of its business, free and clear of any and all Liens, subject only to (i) statutory Liens arising or incurred in the ordinary course of business with respect to which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in good faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iv) Liens which are not substantial in character, amount, or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affect thereby. The Company and each Company Subsidiary has a valid leasehold interest under each such lease, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any nature whatsoeversuch lease or, to the Company's Knowledge (as defined in Section 3.17 hereof), by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for Permitted Encumbrances, and is defaults that are not likely to result in possession a Business Unit Material Adverse Effect. The Company has heretofore delivered or agreed to make available to News Corp. copies of all of the properties purported to be leased thereundermaterial written leases and licenses described on Schedule 3.7, and each such lease is valid without default thereunder by together with all amendments thereto. Schedule 3.7 also sets forth those leases or licenses for which third-party consents as a result of the lessee or, to Purchaser’s Knowledge, the lessor. There Transactions are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyrequired.

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

Properties. Either Purchaser 4.13.1 Schedule 4.13.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"), and all facilities thereon. Except as lessee of Leased Property, neither the Company nor any Company Subsidiary is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another person or entity has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one of its the Company Subsidiaries (a) has good and marketable fee simple title to the Owned Property and, as to real property, marketable assuming good 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 Landlord, a valid leasehold interest in the ordinary course of business consistent with past practice) Leased Property (the “Owned Properties”Property and the Leased Property being sometimes referred to herein as "Real Property"), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) Liens of any nature whatsoeverfor current taxes not yet due, except and (c) (i) statutory Liens securing payments minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not yet due impair the intended use of the property, if any, none of which is substantial in amount, materially detracts from the value or which are being contested in good faith for which adequate reserves have been takenimpairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, zoning laws and other similar encumbrances land use restrictions or restrictive covenants that do not materially affect impair the present use of the property subject thereto. The Real Property constitutes all real 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 on the Financial Statements or acquired after used or occupied by the date thereof (except for leases that have expired by their terms since the date thereof) (collectively Company or any Company Subsidiary in 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 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 or otherwise.

Properties. Either Purchaser or one Acquiror 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 Acquiror 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 Acquiror 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 Acquiror 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 Acquiror 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 Acquiror or otherwise Acquiror 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 Acquiror or any of its 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 Acquiror 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 (collectively, “Permitted Encumbrances”), and (b) is the lessee use thereof as of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for of this Agreement. Acquiror and each of its Subsidiaries as lessee has the right under valid and existing leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real propertyto occupy, the “Real Property”)use, free possess and clear of control any and 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 Acquiror, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Property.

Properties. Either Purchaser Each Buyer Company has good and valid title to, or one in the case of leased or subleased assets, valid and subsisting leasehold interests in, all of its Subsidiaries respective assets (atangible and intangible), free and clear of all Liens, except for (i) has Liens for Taxes not yet due or that are being contested in good andfaith by appropriate proceedings (and that have been reflected or reserved against in the Buyer Recent Balance Sheet); (ii) Liens arising from municipal and zoning ordinances, other land use regulations and easements for public utilities, none of which materially interfere with the Buyer Business (as to real property, marketable title to all currently conducted by the Buyer Companies) or adversely affect the marketability of any of the material properties and assets reflected in either the latest audited balance sheet necessary for any Buyer Company; (iii) mechanics’, carriers’, workmen’s, repairmen’s or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser other like 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) (industry practice or amounts that are not delinquent and none of which materially interfere with the “Owned Properties”), free and clear of all Liens Buyer Business or adversely affect the marketability of any nature whatsoever, except of the material assets of any Buyer Company; (iiv) statutory Liens securing payments not yet due or which non-exclusive licenses with respect to Buyer Owned Intellectual Property Rights that are being contested entered into in good faith for which adequate reserves have been takenthe ordinary course of business, (iiv) Liens for real property Taxes not yet due and payablestatutory, common law or contractual liens of landlords, (iiivi) easementstitle defects, rights of way, and other similar encumbrances or irregularities that do not secure the payment of a sum of money or that would not, individually or in the aggregate, reasonably be expected to materially affect impair the continued use and operation of the properties assets to which they relate in the business of such Buyer Company as presently conducted, (vii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with industry practice which are not, individually 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 in the use of aggregate, material to the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Buyer Business (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 PropertyBuyer Permitted Liens”)) or (viii) as would not reasonably be expected to be, free individually or in the aggregate, material to Buyer and clear of all Liens of its Subsidiaries, taken as a whole. Except as set forth in Schedule 5.18, no Buyer Company is using any nature whatsoeverassets or rights that are material to the Buyer Business that are not owned, except for Permitted Encumbrances, and is in possession of the properties purported to be validly licensed or validly leased thereunder, and each by 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 PropertyBuyer Company.

Properties. Either Purchaser or one of its Subsidiaries (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a subsidiary of the Company owns and has good andand valid title to, as to real propertyor has a good and valid leasehold, marketable title to easement, right of way, license or other interest in, or otherwise has a valid right of possession, use or access to, all items of personal property reflected on the material properties and assets reflected in either the latest audited balance sheet or latest interim most recent balance sheet included in the Financial Statements as being owned by either Purchaser or one financial statements of its Subsidiaries the Company or acquired after the date thereof (except properties sold or otherwise disposed of since such balance sheet and prior to the date thereof hereof, in the ordinary course of business consistent with past practice) (the “Owned Properties”), each case free and clear of all liens, encumbrances, mortgages, pledges, security interests, charges, rights of first refusal, transfer restrictions, claims and defects, and imperfections of title (“Liens”) (except in all cases for (A) Liens of permissible under any nature whatsoeverapplicable loan agreements and indentures, except (iB) statutory Liens liens securing payments not yet due 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 payableimperfections or irregularities of title, (iii) Liens, easements, rights of way, and covenants, conditions or other similar encumbrances matters or restrictions or exclusions 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 as currently conducted in any material respect, (ivD) such imperfections or irregularities of title, Liens, easements, rights of way, covenants, conditions or other similar matters or restrictions or exclusions which are matters of public record or which would be shown by a current title report or Liens as do not materially affect the use other similar report and any condition or other matter that may be shown or disclosed by a current and accurate survey or physical inspection 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, (E) encumbrances affecting the interest of the grantor or lessor of any easements, leasing or licenses affecting any real property which were not granted by the Company or any of its subsidiaries, (F) Liens for current Taxes or other governmental charges not yet delinquent or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP, (G) 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, (H) mechanics’, carriers’, workmen’s, repairmen’s Liens or other like encumbrances arising or incurred in the ordinary course of business, and statutory or common law Liens or encumbrances to secure landlords, lessors, grantors or renters under leases, licenses, easements or rental agreements, (I) Liens granted by any Tax Equity Fund pursuant to the Tax Equity Transaction Documents or permitted by the Tax Equity Transaction Documents, (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 and (K) Liens set forth on Schedule 3.14 of the Company Disclosure Letter (items in clauses (A) through (K) referred to herein as “Real PropertyCompany Permitted 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) Set forth on Schedule 3.1(p) of the Company Disclosure Schedule is a true, correct and complete list of all real property and interests in real property (x) owned by the Company or one of its Subsidiaries (a“Owned Real Property”) has good andand (y) leased, subleased, or occupied by the Company or its Subsidiaries (“Leased Real Property”, and collectively with the Owned Real Property, the “Real Property”). The Company or its Subsidiaries, as to real propertyapplicable, have good and marketable title to all of the material properties and assets reflected in either Owned Real Property that it or they own except where the latest audited balance sheet failure of which would not, individually or latest interim balance sheet included in the Financial Statements aggregate, have a material adverse effect on the Company’s or its Subsidiaries’ ability to use and occupy the relevant individual property. The Company or its Subsidiaries, as being owned by either Purchaser applicable, have a valid and enforceable leasehold interest in all Leased Real Property that it or one they lease except where the failure of which would not, individually or in the aggregate, have a material adverse effect on the Company’s or its Subsidiaries Subsidiaries’ ability to use and occupy the relevant individual property. The Company’s or acquired after Subsidiaries’ possession of the date thereof Leased Real Property under the Leases has not been disturbed and, to the Knowledge of the Company, there are no material disputes under any of the Leases. All such Real Property is free and clear of all Encumbrances, except for (except properties sold A) statutory liens for current Taxes not yet due and payable, (B) defects, exceptions, restrictions, easements, rights of way and non-monetary encumbrances that do not, individually or otherwise disposed in the aggregate, materially detract from the value or impair the occupancy or use of since such Real Property for the date thereof purposes for which it is currently used or proposed to be used in connection with the business of the Company or its Subsidiaries, (C) statutory or other inchoate liens securing liabilities incurred in the ordinary course of business consistent with past practicepractice for amounts not yet delinquent (x) that are not material to the business, operations and financial condition of the Real Property so encumbered and (y) that are not resulting from a breach, default or violation by the “Owned Properties”), free and clear of all Liens Company or its Subsidiaries of any nature whatsoever, except (i) statutory Liens securing payments not yet due contract or which are being contested in good faith for which adequate reserves have been takenLaw, (iiD) Liens for real property Taxes not yet due and payablezoning, (iii) easements, rights of way, entitlement and other similar encumbrances that do not materially affect land use and environmental regulations by any Governmental Entity, provided that, to the use Knowledge of the properties Company, such regulations have not been violated by the current or assets subject thereto contemplated use or affected thereby or otherwise materially impair business operations at occupancy of such properties Real Property and (ivE) such imperfections or irregularities non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course 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 consistent with past practice (items (A) through (E) collectively, “Permitted Encumbrances”). The Real Property comprises all of the real property used, intended to be used or proposed to be used in connection with the business of the Company and its Subsidiaries as the business is currently conducted, and such Real Property, including all buildings, building systems and equipment, that are located on the Owned Real Property are in good operating condition and repair (subject to ordinary wear and tear, casualty and condemnation). Except as set forth on Schedule 3.1(p) of the Company Disclosure Schedule, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any Person the right to use or occupy any Real Property or any portion thereof, and (bii) 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 oroutstanding options, rights of first offer or rights of first refusal to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the purchase any Owned Real PropertyProperty or any portion thereof or interest therein.

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

Properties. Either Purchaser or one Acquiror and each of its Subsidiaries (a) has good and, as to real property, and marketable title to all the material assets and 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 case 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”leasehold interests, good and marketable leasehold interests), free and clear of all whether real or personal, tangible or intangible, that it purports to own, except for OREO, or lease, subject to no Liens of any nature whatsoever, except kind except: (ia) as noted in the most recent Acquiror Financial Statements or as set forth in Section 4.8(a) of the Acquiror Disclosure Schedules; (b) statutory Liens securing payments for Taxes not yet due delinquent or which are being contested in good faith by appropriate Proceedings and for which adequate reserves have been taken, established and reflected in the Acquiror Financial Statements in accordance with GAAP; (iic) Liens for real property Taxes not yet due 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 Acquiror Bank acting in a fiduciary capacity that, in each case, were incurred in the Ordinary Course of Business and payable, are set forth on Section 4.8(c) of the Acquiror Disclosure Schedules; (iiid) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair the business operations at such properties properties; (e) minor defects and (iv) such imperfections or irregularities of in title or Liens as and encumbrances that do not materially affect impair the value or use of the properties or assets subject thereto or affected thereby thereof or otherwise materially impair business operations at such properties properties; (collectivelyf) with respect to personal property, “Permitted Encumbrances”)Liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (g) inchoate mechanic’s and materialmen’s Liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s Liens in each case arising in the Ordinary Course of Business of Acquiror, the payment of which is not yet delinquent; and (bi) Liens on property required by Regulation W promulgated by the Federal Reserve. Acquiror and each of its Subsidiaries as lessee (i) has the right under valid and existing leases to occupy, use, possess and control any and all of the respective property leased by it; (ii) 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 sole possession of the properties purported to be leased thereunder, subject to the terms of the leases, subleases, licenses or other contracts (including all amendments, modifications and supplements thereto); and (iii), and each such lease is valid and binding on Acquiror or its applicable Subsidiary and is in full force and effect without default thereunder by the lessee or, to Purchaser’s Knowledgethe Knowledge of Acquiror, the lessor. There are no All buildings and structures owned by Acquiror 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. Since December 31, 2017, none of Acquiror’s or its Subsidiaries’ real property, whether owned or leased, has been taken by eminent domain (or to the Knowledge of Acquiror is the subject of a pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyor contemplated taking which has not been consummated).

Properties. Either Purchaser To Seller’s Knowledge, all real and personal property owned by Seller or one any of its Subsidiaries or presently used by any of them in their respective business is in a good condition (aordinary wear and tear excepted) in all material respects and is sufficient to carry on their respective business in the ordinary course of business consistent with past practice in all material respects. Seller has good and, as to real propertygood, marketable title and indefeasible title, free and clear of all Liens, to all of the material properties and assets assets, real and personal, reflected in either on the latest audited consolidated balance sheet or latest interim balance sheet of Seller as of September 30, 2019 included in the Financial Statements as being owned Seller’s Securities Documents, or acquired after such date, other than properties sold by either Purchaser Seller or one any 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 EncumbrancesLiens. All real and personal property which is material to Seller’s business on a consolidated basis and leased or licensed by Seller or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of Seller or any of its Subsidiaries and, to Seller’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against Seller or such Subsidiary of Seller, 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 PurchaserSeller’s Knowledge, the lessorother parties thereto, in accordance with their terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). There are no pending orExcept as set forth in Section 5.03(s) of Seller’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and do not require written notice to the lessor (or any other third party) of (i) intent to renew prior to the Effective Time in order to prevent such leases from terminating, expiring, or lapsing subsequent to the Effective Time, or (ii) intent to terminate prior to the Effective Time in order to prevent such leases from automatically renewing subsequent to the Effective Time. Since January 1, 2017, neither Seller nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to Purchaserthe Knowledge of Seller as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the material provisions of any real property lease, (B) give any Person the right to declare a default with respect to, or exercise any remedy under any material provision of, any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify in any material respect any real property lease. To Seller’s Knowledge, threatened (Seller and its Subsidiaries are in writing) condemnation proceedings against compliance with all applicable health and safety related requirements for the Real Propertyreal property owned or leased by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended. Neither Seller nor any of its Subsidiaries owns or has any obligation to purchase any real property.

Properties. Either Purchaser or one of Price REIT and its Subsidiaries own fee simple title to, or hold ground leases in, each of the real properties identified in the Price REIT Disclosure Letter (athe "Price REIT Properties"), which are all of the real estate properties owned or leased by them. The Price REIT Properties are not subject to any rights of way, written agreements (other than leases), laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) has good andliens, as mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") and Property Restrictions set forth in the Price REIT Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, marketable including zoning regulations, provided such Property Restrictions do not adversely affect in any material respect the current use of the applicable property, (iii) Encumbrances and Property Restrictions disclosed on existing title to all the material properties and assets reflected reports or current surveys (in either the latest audited balance sheet case copies of which title reports and surveys have been delivered or latest interim balance sheet included made available to Kimco), and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the Financial Statements as being owned aggregate, do not materially detract from the value of or materially interfere with the present use of any of the Price REIT Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by either Purchaser or one of Price REIT and its Subsidiaries and which have arisen or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof been incurred only in the ordinary course of business consistent with past practicebusiness. Valid policies of title insurance have been issued insuring Price REIT's or any of its Subsidiaries' fee simple title to the Price REIT Properties in amounts at least equal to the purchase price thereof, subject only to the matters set forth therein or disclosed above and on the Price REIT Disclosure Letter, and such policies are, at the date hereof, in full force and effect and there are no pending claims against any such policy. Any material certificate, permit or license from any governmental authority having jurisdiction over any of the Price REIT Properties and any agreement, easement or other right which is necessary to permit the material lawful use and operation of the buildings and improvements on any of the Price REIT Properties or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress, which Price REIT has rights to, to and from any of the Price REIT Properties which are currently occupied has been obtained and is in full force and effect, and, to the best knowledge of Price REIT, there exists no pending threat of modification or cancellation of any of same. Price REIT is not in receipt of any written notice of any violation of any material federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Price REIT Properties issued by any governmental authority other than such violations which would not reasonably be expected to have a Price REIT Material Adverse Effect. To the knowledge of Price REIT, (A) there are no material structural defects relating to the Price REIT Properties, (B) there are no Price REIT Properties whose building systems are not in working order in any material respect (except for temporary and routine maintenance and operating systems failures which in any event are the “Owned Properties”subject of adequate pending repair procedures), free and clear (C) there is no physical damage to any Price REIT Property in excess of all Liens $100,000 for which there is no insurance in effect covering the cost of the restoration as of the date hereof, or (D) no current renovation or restoration to any Price REIT Property is underway or is being contemplated the cost of which exceeds $100,000, except as set forth in Schedule 5.12 of the Price REIT Disclosure Letter. Neither Price REIT nor any of its Subsidiaries have received any written notice to the effect that (x) any condemnation or material rezoning proceedings are pending or threatened with respect to any of the Price REIT Properties or (y) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated in any material respect by the continued maintenance, operation or use of any nature whatsoeverbuildings or other improvements on any of the Price REIT Properties as currently maintained, except (i) statutory Liens securing payments not yet due used or which are being contested in good faith for which adequate reserves have been takenoperated or by the continued maintenance, (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 operation or use of the properties parking areas as currently maintained, used or assets subject thereto operated. All work to be performed, payments to be made and actions to be taken by Price REIT or affected thereby its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or otherwise materially impair business operations at such properties and authority in connection with a site approval, zoning reclassification or other similar action relating to the Price REIT Properties (ive.g., Local Improvement District, Road Improvement District, Environmental Mitigation) such imperfections has been performed, paid or irregularities of title or Liens taken, 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”)case may be, and (b) Price REIT is the lessee not aware of all leasehold estates reflected in either the Financial Statements any planned or acquired proposed work, payments or actions that may be required after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported hereof pursuant 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 Propertyagreements.

Properties. Either Purchaser The Company and the Company Subsidiaries have valid title free and clear of all liens, encumbrances, charges, defaults or one equitable interests to all of its the properties and assets, real and personal, of the Company and the Company Subsidiaries which are reflected on the Company Financial Statements as of June 30, 2002 or acquired after such date, except (ai) has good andliens for taxes not yet due and payable; (ii) pledges to secure deposits and other liens incurred in the ordinary course of business; (iii) such imperfections of title, easements and encumbrances, if any, as to real property, marketable title to all do not interfere in any material respect with the material use of such properties and assets reflected in either as used on the latest audited balance sheet or latest interim balance sheet included date of this Agreement; (iv) dispositions and encumbrances for value in the Financial Statements ordinary course of business and (v) as being owned would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All leases pursuant to which the Company or any Company Subsidiary, as lessee, leases real and personal property which, individually or in the aggregate, are material to the business of the Company and the Company Subsidiaries taken as a whole are valid and enforceable in accordance with their respective terms except where the failure of such lease or leases to be valid and enforceable would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company: each of the properties utilized by either Purchaser any of the Company or one the Company Subsidiaries conforms in all material respects to currently applicable ordinances, regulations, and zoning requirements and, if required, is occupied pursuant to a certificate of occupancy authorizing its current use; all tangible property used in the business of the Company and the Company Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof is in good condition, reasonable wear and tear excepted, and is usable in the ordinary course of business consistent with past practice) (practices of the “Owned Properties”), free Company and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due the Company Subsidiaries; there is no condemnation or similar proceeding pending or threatened 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 would preclude or impair the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as presently being used in the conduct of, and (iv) such imperfections or irregularities of title or Liens as do not materially affect which are material to, the use business of the properties Company 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 Company Subsidiaries; and since June 30, 2002, no property material to be leased thereunderthe Company or any of the Company Subsidiaries has been damaged in any material respect by fire, and each such lease is valid without default thereunder by the lessee orstorm, to Purchaser’s Knowledge, the lessor. There are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyor other act of God.

Properties. Either Purchaser Except as set forth in Section 5.25 of the Company Disclosure Schedule and except as would not reasonably be expected to have, individually or one in the aggregate, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries (a) has good andand marketable title or a valid and enforceable leasehold, as to real propertyapplicable, marketable title free and clear of all Liens, to all of the material properties and assets assets, real and personal, tangible or intangible, which are reflected in either on the latest audited balance sheet or latest interim balance sheet included in Company Balance Sheet as of the Financial Statements as being owned by either Purchaser or one of its Subsidiaries Company Balance Sheet Date or acquired after such date, except (i) Liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, provided taxes are paid as and when required under applicable Law notwithstanding any such contest, (ii) such imperfections of title, easements and encumbrances, if any, as do not materially impair the use of the respective property as such property is used on the date thereof hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (except iii) for dispositions of or encumbrances on such properties sold or otherwise disposed assets in the ordinary course of since business, (iv) mechanics', materialmen's, workmen's, repairmen's, warehousemen's, carrier's and other similar Liens and encumbrances arising in the date thereof ordinary course of business, (v) Liens securing obligations that are reflected in such consolidated balance sheet, and changes in such obligations in the ordinary course of business consistent since the Company Balance Sheet Date or (vi) the lessor's interest in any such property that is leased. All material leases pursuant to which the Company or any of its Subsidiaries, as lessee, leases real or personal property are valid and enforceable in accordance with past practice) (their respective terms and are bona fide, arm's length leases, at rents that constituted market rents as of the “Owned Properties”)respective dates such leases were entered into. Section 5.25 of the Company Disclosure Schedule sets forth a true, free correct and clear complete list of all Liens real properties owned or leased by the Company or any of any nature whatsoever, except (i) statutory Liens securing payments not yet due its Subsidiaries. The Company has made available to Parent copies of all documents creating 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 evidencing fee or leasehold interests of the properties Company and its Subsidiaries, including all modifications 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 Propertyamendments thereto.

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

Properties. Either Purchaser Schedule 3.7 lists and describes briefly (i) all real property that the Company and the Company Subsidiaries own and (ii) all real property leased to the Company or one any of its Subsidiaries (a) the Company Subsidiaries, the location, the rent and the expiration dates, if any, under such leases. The Company has good and, as to real property, and marketable title to to, or a valid leasehold or license interest in, all the material tangible properties and assets (real, personal and mixed) 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 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 Company Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms properties and assets sold or otherwise disposed of in the ordinary course of business since the date thereofof the Company Balance Sheet) (collectively with necessary for the Owned Properties that constitute real property, the “Real Property”)present or proposed conduct of its business, free and clear of any and all Liens, subject only to (i) statutory Liens arising or incurred in the ordinary course of business with respect to which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in good faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iv) Liens which are not substantial in character, amount, or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affect thereby. The Company and each Company Subsidiary has a valid leasehold interest under each such lease, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any nature whatsoeversuch lease or, to the Company's Knowledge (as defined in Section 3.17 hereof), by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for Permitted Encumbrances, and is defaults that are not likely to result in possession a Business Unit Material Adverse Effect. The Company has heretofore delivered or agreed to make available to News Corp. copies of all of the properties purported to be leased thereundermaterial written leases and licenses described on Schedule 3.7, and each such lease is valid without default thereunder by together with all amendments thereto. Schedule 3.7 also sets forth those leases or licenses for which third- party consents as a result of the lessee or, to Purchaser’s Knowledge, the lessor. There Transactions are no pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Real Propertyrequired.

Properties. Either Purchaser or one Except as set forth in Section 5.26 of the Bank Disclosure Schedule, each of the Bank and its Subsidiaries (a) has good andand marketable title or a valid and enforceable leasehold, 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”)applicable, free and clear of all Liens Liens, to all of any nature whatsoeverthe properties and assets, real and personal, tangible or intangible, which are reflected on the Bank Balance Sheet as of the Bank Balance Sheet Date or acquired after such date, except (i) statutory Liens securing payments for taxes not yet due and payable or which are being contested in good faith for which adequate reserves have been takenby appropriate proceedings, provided taxes are paid as and when required under applicable law notwithstanding any such contest (ii) Liens for real property Taxes not yet due and payablepledges to secure deposits incurred in the ordinary course of business, (iii) easementssuch imperfections of title, rights of wayeasements and encumbrances, and other similar encumbrances that if any, as do not materially affect impair the use of the respective property as such property is used on the date hereof, and, with respect to all fee-owned property, do not materially impair the fair market value of such property, (iv) for dispositions of or encumbrances on such properties or assets subject thereto in the ordinary course of business, (v) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens and encumbrances arising in the ordinary course of business, (vi) Liens securing obligations that are reflected in such Bank Balance Sheet or affected thereby (vii) the lessor’s interest in any such property that is leased. All material leases pursuant to which the Bank or otherwise materially impair business operations any of its Subsidiaries, as lessee, leases real or personal property are valid and enforceable in accordance with their respective terms and are bona fide, arm’s length leases, at such properties and (iv) such imperfections or irregularities of title or Liens rents that constituted market rents as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at respective dates such properties (collectivelyleases were entered into. Section 5.26 of the Bank Disclosure Schedule sets forth a true, “Permitted Encumbrances”), correct and (b) is the lessee complete list of all leasehold estates reflected in either real properties owned or leased by the Financial Statements Bank 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 any of its Subsidiaries. The Bank has made available to Parent copies of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession documents creating or evidencing fee or leasehold interests of the properties purported to be leased thereunderBank and its Subsidiaries, 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 Propertyincluding all modifications or amendments thereto.

Properties. Either Purchaser 4.14 Schedule 4.14.1-1 is a correct and complete list, and a brief ----------------- description of, all real estate in which HCVT, the Company or any of the Company Subsidiaries has an ownership interest (the "OWNED PROPERTY") and all real property leased by HCVT and the Company (the "LEASED PROPERTY"). Except as lessee of Leased Property, neither HCVT, the Company nor any Company Subsidiary is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to HCVT, the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. HCVT, the Company or one or more of its the Company Subsidiaries (a) has good and marketable fee simple title to the Owned Property and, as to real property, marketable assuming good 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 landlord, a valid leasehold interest in the ordinary course of business consistent with past practice) Leased Property (the “Owned Properties”Property and the Leased Property being sometimes referred to herein as "REAL PROPERTY"), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) Liens of any nature whatsoeverfor current taxes not yet due, except (c) (i) statutory Liens securing payments minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not yet due impair the intended use of the property, if any, none of which materially impairs the current operations of HCVT, the Company, any Company Subsidiary or which are being contested in good faith for which adequate reserves have been takenthe Business, and (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, zoning laws and other similar encumbrances land use restrictions or restrictive covenants that do not materially affect impair the present use of the properties or assets property subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ivd) such imperfections or irregularities of title or Liens as do not materially affect the use Liens, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real 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 on the Financial Statements or acquired after used or occupied by HCVT, the date thereof (except for leases that have expired by their terms since the date thereof) (collectively Company or any Company Subsidiary in 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 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 or otherwise.

Properties. Either Purchaser or one of its Subsidiaries (a) The Company (a) has good and, as to real property, marketable and insurable title to all the material properties and assets reflected in either the latest audited balance sheet or latest interim balance sheet included in the Financial Statements as being owned by either Purchaser or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) Company including, but not limited to, any automated teller machines (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been takendue, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or subleassee of all leasehold estates reflected in either leased or subleased by the Financial Statements or acquired after Company (the date thereof (except for leases that have expired by their terms since the date thereof) (“Company Leased Properties” and, collectively with the Company Owned Properties that constitute real propertyProperties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or subleassee or, to Purchaser’s Knowledgethe Knowledge of the Company, the lessor. There The Company does not own, and is not in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are no pending orin the ordinary course of business consistent with past practice, to Purchaser’s Knowledgeany real property or premises on the date hereof in whole or in part. Section 3.21(a)-(a) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Properties. Section 3.21(a)-(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Leased Properties and together with a list of all applicable leases or subleases and the name of the lessor or sublessor (each, threatened (in writing) condemnation proceedings against the Real Propertya “Lease”).

Properties. Either Purchaser Except as set forth in the Bxxxx Disclosure Schedule, Bxxxx 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 Bxxxx SEC Documents as being owned by either Purchaser Bxxxx or one of its Subsidiaries or acquired after the date thereof which are material to Bxxxx’x 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 Bxxxx 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 Bxxxx 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, and each such lease is valid without default thereunder by the lessee or, to Purchaser’s KnowledgeBxxxx’x knowledge, 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 Bxxxx.