Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned Real Property, in each case free and clear of all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Real and Personal Property. (a) Section 6.15(a) The Company and its Subsidiaries have good and marketable title in fee simple to all items of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests described in real property the Company Reports as being owned by Parent or any Parent Subsidiary (collectivelythem, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple valid title to all Parent Owned Real Propertypersonal property described in the Company Reports as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all Liens other than liens, encumbrances and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Company Reports as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) Liens securing indebtedness reflected in do not materially interfere with the Parent Financial Statements, use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) Liens consisting of zoning would not be reasonably expected, individually or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course aggregate, to have a Material Adverse Effect. Each of business the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (E) Liens which including building and zoning codes, laws and regulations and laws relating to access to such properties), except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect interfere in any material respect with the use made and proposed to be made of such assets as they are presently used property by the Company and its Subsidiaries or intended to be used in connection with otherwise have a Material Adverse Effect. None of the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options Company or rights of first refusal in favor its Subsidiaries has received from any Governmental Entities any notice of any other Person to purchasecondemnation of, leaseor zoning change affecting, occupy the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein zoning change which is threatened, except for such that would not reasonably be expected to materially and adversely affect interfere in any material respect with the use made and proposed to be made of such Parent Owned Real Property as it is presently used property by the Company and its Subsidiaries or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before otherwise have a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment thatMaterial Adverse Effect, individually or in the aggregate, has not had . The Company and would not reasonably be expected its Subsidiaries have good and marketable title to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property all personal property owned by them that is under development material to the business of the Company and the Company Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for do not materially affect the intended operation value of such subdivisions or communities, all property and do not interfere with the use made and proposed to be made of which utilities such property by the Company and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.

Real and Personal Property. (a) Section 6.15(a) Except as disclosed on Schedule 2.12(a), each of the Parent Disclosure Letter sets forth Partnership Entities owns valid and defensible fee title to, or holds a true and complete listvalid leasehold interest in, as of or a right-of-way or easement (collectively, the date hereof"RIGHTS-OF-WAY") through, of all real property and interests in real property owned by Parent used or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to necessary for the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As conduct of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned Real Property, in business of each case free and clear of all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property Partnership Entity as it is presently used conducted ("REAL PROPERTY"), and each of the Partnership Entities has good and valid title to all of the material tangible personal property and assets which it owns and which are reflected in the New Company Financial Statements or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent consolidated financial statements of the Partnership included in the SEC Reports or which are being contested in good faith thereafter acquired to the date hereof (except for assets and for which adequate reserves have been created in accordance with GAAPproperties sold, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising consumed or otherwise disposed of in the ordinary course of business and (E) Liens which would notconsistent with past practices since December 31, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E2002), collectivelyand all such Real Property, “Parent Permitted Liens”assets and properties are owned or leased free and clear of all Encumbrances, except for (i) and Encumbrances set forth on Schedule 2.12(b), (ii) there liens for current Taxes not yet due and payable or for Taxes the validity of which is being contested in good faith (and to the extent the amount being contested exceeds $100,000, that are no reversion rightsset forth on Schedule 2.10(b)(ii)), outstanding options (iii) Encumbrances to secure indebtedness reflected in the consolidated financial statements of the Partnership included in the SEC Reports, (iv) Encumbrances that will be discharged on or rights prior to the Closing Date, (v) laws, ordinances and regulations affecting building use and occupancy or reservations of first refusal interest in favor of any other Person to purchasetitle (collectively, lease, occupy "PROPERTY RESTRICTIONS") imposed or otherwise utilize the Parent Owned Real Property promulgated by law or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding Governmental Authority with respect to any Parent Owned Real Property. No developer, including zoning regulations, provided they do not materially interfere with the present use of the applicable Real Property, (vi) Encumbrances, Property Restrictions, Rights-related charges of-Way and written agreements of record or assessments imposed by copies of which have been furnished to Buyer, provided they do not materially interfere with the present use of the applicable Real Property, (vii) mechanics', carriers', workmen's, repairmen's or similar types of liens, if any, which do not materially detract from the value of or materially interfere with the present use of any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges subject thereto or assessments reflected in the Parent Balance Sheet affected thereby and which have arisen or been incurred after the date of the Parent Balance Sheet in the ordinary course of business, (viii) Parent Credit Facility Liens (which shall be released prior to or at Closing) and (ix) Encumbrances and minor title defects that do not materially detract from the value or materially interfere with the present use of the asset subject thereto (clauses (i) through (ix) above referred to collectively as "PERMITTED ENCUMBRANCES"). No Law or Judgment exists or is pending before a Governmental Entity that restricts Notwithstanding the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiaryforegoing, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With with respect to any Parent Owned Real Property Rights-of-Way, the Selling Parties represent only that is under development each of the Partnership Entities has sufficient title thereto to enable it to conduct its business as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectpresently conducted.

Real and Personal Property. (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in With respect to each real property owned by Parent the Company or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing its Subsidiaries that is material to the benefit thereof Company and all other appurtenances and real its Subsidiaries, taken as a whole (such property rights pertaining theretocollectively, the “Parent Company Owned Real Property”). As of , except as would not reasonably be expected to have, individually or in the date hereofaggregate, a Company Material Adverse Effect, (i) Parent either the Company or a Parent Subsidiary of the Company has good marketable and insurable fee simple title to all Parent such Company Owned Real Property, in each case free and clear of all Liens other than (A) Company Permitted Liens securing indebtedness reflected in the Parent Financial Statementsand conditions, (B) Liens consisting of zoning or planning restrictions, permitsencroachments, easements, covenants rights-of-way, restrictions and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which encumbrances that do not materially impair the existing use of such the real property as it is presently used subject thereto by the owner (or intended lessee to be used in connection with the Parent Business, (Cextent a leased property) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising thereof in the ordinary course operation of its business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E“Permitted Encumbrances”), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rightsleases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to materially impair the existing use of the Company Owned Real Property by the Company or any of its Subsidiaries in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other Person party to purchase, lease, occupy or otherwise utilize the Parent purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect impair the existing use of such Parent the Company Owned Real Property as it is presently used by the Company or intended any of its Subsidiaries in the operation of its business thereon. As of the date hereof, neither the Company nor any of its Subsidiaries has received notice of any pending, and to be used in connection with the Parent Business. To Knowledge of the knowledge of Parent, Company there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Company Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment thatproceedings which would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. With respect Neither the Company nor any of its Subsidiaries is a party to any Parent Owned Real Property that is under development as a subdivision agreement or community, such subdivisions option to purchase any real property or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectinterest therein.

Real and Personal Property. (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in With respect to each real property owned by Parent or any of its Subsidiaries that is material to Parent Subsidiary and its Subsidiaries, taken as a whole (such property collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of , except as would not reasonably be expected to have, individually or in the date hereofaggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of Parent Subsidiary has good marketable and insurable fee simple title to all such Parent Owned Real Property, in each case free and clear of all Liens other than (A) Parent Permitted Liens securing indebtedness reflected in the Parent Financial Statementsand conditions, (B) Liens consisting of zoning or planning restrictions, permitsencroachments, easements, covenants rights-of-way, restrictions and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which encumbrances that do not materially impair the existing use of such the real property as it is presently used subject thereto by the owner (or intended lessee to be used in connection with the Parent Business, (Cextent a leased property) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising thereof in the ordinary course operation of its business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E“Permitted Encumbrances”), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rightsleases, subleases, licenses, rights or other agreements affecting any portion of the Parent Owned Real Property that would reasonably be expected to materially impair the existing use of the Parent Owned Real Property by Parent or any of its Subsidiaries in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other Person party to purchase, lease, occupy or otherwise utilize the purchase such Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect impair the existing use of such the Parent Owned Real Property as it is presently used by Parent or intended any of its Subsidiaries in the operation of its business thereon. As of the date hereof, neither Parent nor any of its Subsidiaries has received notice of any pending, and to be used in connection with the Knowledge of Parent Business. To the knowledge of Parent, there is no pending or threatened threatened, condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment thatproceedings which would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect Neither Parent nor any of its Subsidiaries is a party to any Parent Owned Real Property that is under development as a subdivision agreement or community, such subdivisions option to purchase any real property or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectinterest therein.

Real and Personal Property. (a) Section 6.15(a) With respect to each parcel of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned in fee by Parent Mavericks or any Parent Subsidiary of its Subsidiaries that is material to Mavericks and its Subsidiaries, taken as a whole (such property collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Mavericks Owned Real Property”). As of , except as would not reasonably be expected to have, individually or in the date hereofaggregate, a Mavericks Material Adverse Effect, (i) Parent either Mavericks or a Parent Subsidiary of Mavericks has good marketable and insurable fee simple title to all Parent such Mavericks Owned Real Property, in each case free and clear of all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Mavericks Permitted Liens”) and , (ii) there are no reversion rightsleases, subleases, licenses, rights or other agreements affecting any portion of xxx Xxxxxxxxx Owned Real Property that would reasonably be expected to materially impair the existing use of xxx Xxxxxxxxx Owned Real Property by Mavericks or any of its Subsidiaries in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other Person party to purchase, lease, occupy or otherwise utilize the Parent purchase such Mavericks Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect impair the existing use of such Parent xxx Xxxxxxxxx Owned Real Property as it is presently used by Mavericks or intended any of its Subsidiaries in the operation of its business thereon. As of the date hereof, neither Mavericks nor any of its Subsidiaries has received notice of any pending, and to be used in connection with the Parent Business. To the knowledge Knowledge of ParentMavericks, there is no pending or threatened threatened, condemnation or eminent domain proceeding with respect to any Parent Mavericks Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment thatproceedings which would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Mavericks Material Adverse Effect. With respect Neither Mavericks nor any of its Subsidiaries is a party to any Parent Owned Real Property agreement that is under development as a subdivision obligates Mavericks or community, such subdivisions any of its Subsidiaries to purchase any material real property or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectinterest therein.

Real and Personal Property. (ai) Section 6.15(a3.1(r)(i) of the Parent Company Disclosure Letter sets forth a true true, correct and complete list, list of all real property owned by the Company and its Subsidiaries as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary hereof (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As With respect to each such parcel of Owned Real Property that is necessary to the conduct of a material business of the date hereofCompany and its Subsidiaries, (iA) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned Real Property, in each case such parcel is free and clear of all Liens other than Liens, except for (A1) Liens securing indebtedness reflected Occupancy Agreements (as defined below) set forth in Section 3.1(r)(i) of the Parent Financial Statements, Company Disclosure Letter; (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C2) Liens for current Taxestaxes, assessments or governmental similar charges or levies on property that are not yet delinquent due and payable; (3) Liens of landlords, mechanics, materialmen, warehousemen or which other like Liens that are not yet due and payable or are being contested in good faith faith; and for (4) Liens incurred after the date hereof in connection with capital leases and purchase money financings expressly permitted by Section 4.1(a) and covering only the assets subject to, financed by or acquired as a result of, such capital leases and/or purchase money financings (each of the foregoing (1) through (4), a “Permitted Lien”); (B) no Person (other than the Company or any Subsidiary) is in possession of such material Owned Real Property or any material part thereof except pursuant to any lease, sublease, license or other occupancy agreement pursuant to which adequate reserves the Company is a lessor or sublessor (“Occupancy Agreements”) or where possession would not have been created in accordance with GAAP, a material effect on the use of the property by the Company or its Subsidiaries; (C) there are no outstanding rights of first refusal or options to purchase such material Owned Real Property; (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s the Company or its Subsidiaries have good and similar Liens arising in the ordinary course of business and marketable fee simple title to such material Owned Real Property except for Permitted Liens; (E) Liens which the Company and/or its Subsidiary have adequate rights of ingress and egress with respect to such material Owned Real Property and the improvements located thereon; except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect impair the operations of the Company or the ownership or use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) Owned Real Property; and (iiF) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent neither such material Owned Real Property or nor any portion thereof or interest therein that would reasonably be expected to materially and adversely affect improvement located thereon, nor the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable law in any material respect. Neither the Company nor any of such Parent its Subsidiaries has assigned, mortgaged, deeded in trust or otherwise transferred or encumbered any Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectPermitted Liens.

Real and Personal Property. (a) Section 6.15(a3.15(a) of the Parent Company Disclosure Letter sets forth a true correct and complete list, as of the date hereof, list of all real property and interests in real property owned by Parent the Company or any Parent Company Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”), and identifies for each the address and current use thereof. As Except as set forth in Section 3.15(a) of the date hereofCompany Disclosure Letter, (i) Parent the Company or a Parent applicable Company Subsidiary has good and insurable fee simple marketable title to all Parent Owned Real Property, in each case Property owned by the Company or such Company Subsidiary free and clear of all Liens Encumbrances (other than Permitted Encumbrances). Except as set forth in Section 3.15(a) of the Company Disclosure Letter, all improvements on Owned Real Property and the operations therein conducted conform in all respects to health, fire, safety, zoning, building and other applicable Laws or judgment, order or decree. All of the Owned Real Property and buildings, improvements, structures and fixtures thereon (Ai) Liens securing indebtedness reflected are in the Parent Financial Statementsgood operating condition and repair, normal wear and tear excepted, (Bii) Liens consisting are fit for the uses to which they are being put, (iii) do not encroach on any real property not owned or leased by the Company or a Company Subsidiary (iv) and its current use, occupancy and operation by the Company or a Company Subsidiary and the buildings, improvements and structures located thereon do not (a) constitute a nonconforming use or structure under any applicable building, zoning, subdivision or other land use or similar requirements of zoning Laws, or planning (b) otherwise materially violate or conflict with any covenants, conditions, restrictions or contractual obligations, including the requirements of any applicable Encumbrances thereto. Except as set forth in Section 3.15(a) of the Company Disclosure Letter, none of the Owned Real Property is subject to any lease, option to purchase, right of first refusal, purchase agreement, or, except for the Permitted Encumbrances, the grant to any Person of any right relating to the use, occupancy or enjoyment of such property or any portion thereof; and, any use restrictions, permitsexceptions, easements, covenants and other restrictions reservations or limitations on encumbering the use Owned Real Property have not in any material respect impaired the Company’s or occupancy of real property or irregularities in title thereto, which do not materially impair the applicable Company Subsidiary’s current use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Real and Personal Property. (a) Section 6.15(a) Except as disclosed on Schedule 2.12(a), each of the Parent Disclosure Letter sets forth Partnership Entities owns valid and defensible fee title to, or holds a true and complete listvalid leasehold interest in, as of or a right-of-way or easement (collectively, the date hereof“Rights-of-Way”) through, of all real property and interests in real property owned by Parent used or any Parent Subsidiary necessary for the conduct of the business of each such Partnership Entity as it is presently conducted (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As , and each of the date hereof, (i) Parent or a Parent Subsidiary Partnership Entities has good and insurable fee simple valid title to all Parent Owned of the material tangible personal property and assets which it owns and which are reflected in the New Company Financial Statements or in the consolidated financial statements of the Partnership included in the SEC Reports or which are thereafter acquired to the date hereof (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business consistent with past practices since December 31, 2002), and all such Real Property, in each case assets and properties are owned or leased free and clear of all Liens other than Encumbrances, except for (Ai) Liens securing indebtedness reflected in the Parent Financial StatementsEncumbrances set forth on Schedule 2.12(b), (Bii) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens liens for current Taxes, assessments or governmental charges or levies on property Taxes not yet delinquent due and payable or for Taxes the validity of which are is being contested in good faith (and for to the extent the amount being contested exceeds $100,000, that are set forth on Schedule 2.10(b)(ii)), (iii) Encumbrances to secure indebtedness reflected in the consolidated financial statements of the Partnership included in the SEC Reports, (iv) Encumbrances that will be discharged on or prior to the Closing Date, (v) laws, ordinances and regulations affecting building use and occupancy or reservations of interest in title (collectively, “Property Restrictions”) imposed or promulgated by law or any Governmental Authority with respect to Real Property, including zoning regulations, provided they do not materially interfere with the present use of the applicable Real Property, (vi) Encumbrances, Property Restrictions, Rights-of-Way and written agreements of record or copies of which adequate reserves have been created in accordance furnished to Buyer, provided they do not materially interfere with GAAPthe present use of the applicable Real Property, (Dvii) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and or similar Liens arising in types of liens, if any, which do not materially detract from the ordinary course value of business and (E) Liens which would not, individually or in materially interfere with the aggregate, reasonably be expected to materially and adversely affect the present use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property subject thereto or any portion thereof affected thereby and which have arisen or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or been incurred after the date of the Parent Balance Sheet in the ordinary course of business, (viii) Parent Credit Facility Liens (which shall be released prior to or at Closing) and (ix) Encumbrances and minor title defects that do not materially detract from the value or materially interfere with the present use of the asset subject thereto (clauses (i) through (ix) above referred to collectively as “Permitted Encumbrances”). No Law or Judgment exists or is pending before a Governmental Entity that restricts Notwithstanding the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiaryforegoing, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With with respect to any Parent Owned Real Property Rights-of-Way, the Selling Parties represent only that is under development each of the Partnership Entities has sufficient title thereto to enable it to conduct its business as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectpresently conducted.

Real and Personal Property. Schedule 3.6 lists all real properties -------------------------- ------------ owned by the Company or its Subsidiaries that are individually material to the operation of the business of the Company ("Owned Real Properties") and all real properties leased by the Company or its Subsidiaries that are individually material to the operation of the business of the Company ("Leased Real Properties"). The Company or a Subsidiary (i) has good and marketable title to all of its Owned Real Properties; (ii) possesses a valid leasehold interest in its Leased Real Properties; and (iii) has title to, or subsisting leasehold interests in, all of its personal properties and assets which are material to the business of the Company and its Subsidiaries and are used solely in the business of the Company and its Subsidiaries or reflected on the Base Balance Sheet (as defined below) (except for property and assets disposed of since the date of the Base Balance Sheet or acquired since the date of the Base Balance Sheet and required by the generally accepted accounting principles to be recorded on the balance sheets of the Company), free and clear of any liens, security interests and other encumbrances ("Encumbrances"), except for (a) Section 6.15(aEncumbrances set forth on Schedule 3.6, (b) Encumbrances reflected in the Base ------------ Balance Sheet or created in the ordinary course of business subsequent to the date of the Parent Disclosure Letter sets forth a true Base Balance Sheet, (c) Encumbrances of record or otherwise that do not and complete list, as will not materially interfere with the present use by the Company or its Subsidiaries of the date hereofproperty subject thereto or affected thereby or which otherwise have not in the aggregate had a Material Adverse Effect, of all real property and interests in real property owned by Parent (d) Encumbrances for taxes, assessments or any Parent Subsidiary (collectivelygovernmental charges, or landlords', mechanics', workmen's, materialmen's or similar liens, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned Real Property, in each case free and clear of all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do that are not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (De) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising Encumbrances that are reflected in the ordinary course of business and (E) Liens which would nottitle reports or surveys, individually if any, delivered or in the aggregate, reasonably be expected otherwise made available to materially and adversely affect the use of such assets as they are presently used or intended to be used Buyer in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated hereby.

Real and Personal Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Merchants, (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent Merchants or a Parent Subsidiary of Merchants has good and insurable fee simple marketable title to all Parent the real property reflected in the latest audited balance sheet included in the Merchants Reports as being owned by Merchants or a Subsidiary of Merchants 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 “Merchants Owned Real PropertyProperties”), in each case free and clear of all Liens other than Liens, except (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (Ci) Liens for current Taxes, Taxes and assessments or governmental charges or levies on property not yet delinquent past due or the amount or validity of which are is being contested in good faith and for which adequate reserves have been created in accordance with GAAPby appropriate proceedings, (Dii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances, (iii) mechanics’, carriers’, workmen’s, materialmenrepairmen’s, repairmenwarehousemen’s and similar carrier’s Liens arising in the ordinary course of business and of Merchants consistent with past practice, (Eiv) restrictions on transfers under applicable Securities Laws, or (v) such imperfections or irregularities of title or Liens which would not, individually or in the aggregate, reasonably be expected to as do not materially and adversely affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such assets as they are presently used or intended to be used in connection with the Parent Business properties (the items in clauses (Ai) through (Ev), collectively, “Parent Permitted Liens”) ), and (iib) there are no reversion rightsis the lessee of all leasehold estates reflected in the latest audited financial statements included in such Merchants Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Merchants Owned Properties, outstanding options or rights the “Merchants Real Property”), free and clear of first refusal in favor all Liens of any other Person to purchasenature whatsoever, lease, occupy or otherwise utilize the Parent Owned Real Property except for Permitted Liens or any portion thereof or interest therein that would reasonably be expected to encumbrances on a landlord’s fee title which do not materially and adversely affect the Merchants’ or its Subsidiary’s, as applicable, present use of such Parent Owned property, 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 Merchants, the lessor. There are no pending or, to the Knowledge of Merchants, threatened condemnation proceedings against the Merchants Real Property. Merchants has previously made available to Community a true and complete list of all Merchants Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectthis Agreement.

Real and Personal Property. (ai) Section 6.15(aSet forth on Schedule 4.2(t)(i) of the Parent Charter Disclosure Letter sets forth Memorandum is a true true, correct, and complete listlist (by street address) as of the date of this Agreement of all real property owned by Charter or its Subsidiaries, including without limitation property carried on the books of Charter as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by Charter or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, collectively, the “Charter Properties”). Except for the Charter Properties, as of the date hereofof this Agreement, neither Charter nor any of all its Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property property. Charter and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has its Subsidiaries have good and insurable fee simple marketable title to all Parent of the Owned Real PropertyProperty (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens other than (A) Liens securing indebtedness reflected in the Parent Financial StatementsLiens, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (C) except Liens for current Taxes, Taxes and assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith due and payable for which adequate reserves have been created established. There are no unpaid bills or claims for work performed on or at the Charter Properties other than bills for work that has been performed but which are not yet due and payable. Each lease pursuant to which Charter or its Subsidiaries lease the Leased Real Property is valid, binding, enforceable, and in accordance with GAAPfull force and effect, (D) mechanics’and neither Charter nor any of its Subsidiaries, carriers’nor any other party to any such lease, workmen’s, materialmen’s, repairmen’s and similar Liens arising is in the ordinary course of business and (E) Liens which would not, individually breach or default under or in violation of any provision of any such lease. Charter has previously delivered or made available to the aggregateCitizens Parties a true, correct, and complete copy of each such lease, including all amendments thereto. Each of the Charter Properties is in good condition (normal wear and tear excepted), conforms in all material respects with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended considered by Charter to be used in connection with adequate for the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) current business of Charter and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Businessits Subsidiaries. To the knowledge Knowledge of ParentCharter, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity none of the buildings, structures, or other Person for improvements (or otherwise) against located on any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course Charter Properties encroaches upon or over any adjoining parcel of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent real estate or any Parent Subsidiaryeasement or right-of-way and none of the buildings, structures, or other than improvements located on any such Law parcel adjoining the Charter Properties encroaches upon or Judgment that, individually or in over any portion of the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectCharter Properties.

Real and Personal Property. The Company or a Subsidiary of the Company (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple marketable title to all Parent the real property, if any, reflected in the latest audited balance sheet included in the Company Financial Statements as being owned by the Company or a Subsidiary of the Company 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 Real PropertyProperties”), in each case free and clear of all Liens other than Liens, except (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (Ci) Liens for current Taxes, Taxes and assessments or governmental charges or levies on property not yet delinquent past due or the amount or validity of which are is being contested in good faith and for which adequate reserves have been created in accordance with GAAPby appropriate proceedings, (Dii) Liens for real property Taxes not yet past due, (iii) easements, rights of way, and other similar encumbrances, (iii) mechanics’, carriers’, workmen’s, materialmenrepairmen’s, repairmenwarehousemen’s and similar carrier’s Liens and any statutory Liens arising in the ordinary course of business and of the Company consistent with past practice, or (Eiv) such imperfections or irregularities of title or Liens which would not, individually or in the aggregate, reasonably be expected to as do not materially and adversely affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such assets as they are presently used or intended to be used in connection with the Parent Business properties (the items in clauses (Ai) through (Eiv), collectively, “Parent Permitted Liens”) ), and (iib) there are no reversion rightsis the lessee of all leasehold estates reflected in the latest audited balance sheet included in the Company Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, outstanding options or rights the “Company Real Property”), free and clear of first refusal in favor all Liens of any other Person to purchasenature whatsoever, leaseexcept for Permitted Liens, occupy or otherwise utilize and is in possession of the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended properties purported to be used in connection with leased thereunder, and each such lease is valid without Default thereunder by the Parent Businesslessee or, to the Knowledge of the Company, the lessor. To the knowledge Knowledge of Parentthe Company, there is are no pending or threatened condemnation or eminent domain proceeding with respect to proceedings against any Parent Owned Company Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any The Company has previously made available to Parent Owned a true and complete list of all Company Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after as of the date of the Parent Balance Sheet in the ordinary course this Agreement and a true and complete copy of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation leases pursuant to which the Company or a Subsidiary leases real property, together with all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectamendments thereto.

Real and Personal Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Merchants, (a) Section 6.15(a) of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent Merchants or a Parent Subsidiary of Merchants has good and insurable fee simple marketable title to all Parent the real property reflected in the latest audited balance sheet included in the Merchants Reports as being owned by Merchants or a Subsidiary of Merchants 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 "Merchants Owned Real PropertyProperties"), in each case free and clear of all Liens other than Liens, except (A) Liens securing indebtedness reflected in the Parent Financial Statements, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Parent Business, (Ci) Liens for current Taxes, Taxes and assessments or governmental charges or levies on property not yet delinquent past due or the amount or validity of which are is being contested in good faith and for which adequate reserves have been created in accordance with GAAPby appropriate proceedings, (Dii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances, (iii) mechanics’, carriers’', workmen’s, materialmen’s's, repairmen’s 's, warehousemen's and similar carrier's Liens arising in the ordinary course of business and of Merchants consistent with past practice, (Eiv) restrictions on transfers under applicable Securities Laws, or (v) such imperfections or irregularities of title or Liens which would not, individually or in the aggregate, reasonably be expected to as do not materially and adversely affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such assets as they are presently used or intended to be used in connection with the Parent Business properties (the items in clauses (Ai) through (Ev), collectively, “Parent "Permitted Liens”) "), and (iib) there are no reversion rightsis the lessee of all leasehold estates reflected in the latest audited financial statements included in such Merchants Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Merchants Owned Properties, outstanding options or rights the "Merchants Real Property"), free and clear of first refusal in favor all Liens of any other Person to purchasenature whatsoever, lease, occupy or otherwise utilize the Parent Owned Real Property except for Permitted Liens or any portion thereof or interest therein that would reasonably be expected to encumbrances on a landlord's fee title which do not materially and adversely affect the Merchants' or its Subsidiary's, as applicable, present use of such Parent Owned property, 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 Merchants, the lessor. There are no pending or, to the Knowledge of Merchants, threatened condemnation proceedings against the Merchants Real Property. Merchants has previously made available to Community a true and complete list of all Merchants Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectthis Agreement.

Real and Personal Property. (a) Section 6.15(a) The Disclosure Schedule contains a true, accurate and complete list of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, addresses of all real property and interests in (i) real property owned by Parent the Company or any Parent Subsidiary its Subsidiaries as of the Effective Date (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As , and (ii) real property leased by the Company or its Subsidiaries as of the date hereof, Effective Date (i) Parent or a Parent Subsidiary has good the “Real Property Leases”). The Company and insurable its Subsidiaries have fee simple title to all Parent Owned Real PropertyProperty material to its business and good title to all other material tangible and intangible properties (other than the intellectual property that is the subject of Section 3(r) owned by them), in each case case, free and clear of all Liens mortgages, pledges, liens, security interests, claims, restrictions, easements and other than matters of record or encumbrances of any kind (collectively, the “Liens”) except (A) Liens securing indebtedness reflected in the Parent Financial Statementsfor Permitted Encumbrances, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities for minor defects in title thereto, which that do not materially impair the use of such property interfere with its ability to conduct its business as it is presently used or intended currently conducted and as proposed to be used in connection with the Parent Businessconducted or to utilize such properties for their intended purposes, and (C) for such Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves that have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services thathave, individually or in the aggregate, has a Material Adverse Effect. Unless rejected or otherwise terminated prior to the Effective Date (in accordance with the Plan and this Agreement), and except (AA) for Permitted Encumbrances, and (BB) for such Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all of the Real Property Leases and all material leases of personal property to which the Company or any of its Subsidiaries is a party are and shall be in full force and effect and enforceable by the Company or such Subsidiary in accordance with their terms. None of the buildings and structures situated on or forming part of the Owned Real Property or the operation or maintenance thereof, encroaches on any property owned by others, and Owned Real Property and the current uses thereof by the Company comply in all respects with applicable Laws, except for such encroachments or noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No Taking has been commenced or, to the Knowledge of the Company, is contemplated with respect to all or any portion of, or for the relocation of roadways providing access to, any Owned Real Property or any real property subject to the Real Property Leases, which Taking or contemplated Taking would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Real and Personal Property. (a) Section 6.15(a) Except as disclosed on Schedule 2.11(a), to the Knowledge of the Parent Disclosure Letter sets forth a true and complete listSeller, as each of the date hereofCompany and the LLC owns valid and defensible fee title to, of or holds a valid leasehold interest in, or a valid right-of-way or easement (all such rights-of-way and easements collectively, the "RIGHTS-OF-WAY") through, all real property and interests in real property owned by Parent ("REAL PROPERTY") used or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to necessary for the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As conduct of the date hereofCompany's business as it is presently conducted, (i) Parent or a Parent Subsidiary and each of the Company and the LLC has good and insurable fee simple valid title to all Parent Owned of the material tangible assets and properties which they own and which are reflected on the Financial Statements (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the Financial Statements), and all such Real Property, in each case assets and properties (other than Rights-of-Way) are owned or leased free and clear of all Liens other than Encumbrances, except for (Ai) Liens securing Encumbrances set forth on Schedule 2.11(b), (ii) liens for current Taxes not yet due and payable or for Taxes the validity of which is being contested in good faith, (iii) Encumbrances to secure indebtedness reflected in on the Parent Financial Statements, (Biv) Liens consisting Encumbrances which will be discharged on or prior to the Closing Date, (v) laws, ordinances and regulations affecting building use and occupancy or reservations of interest in title (collectively, "PROPERTY RESTRICTIONS") imposed or promulgated by law or any Governmental Authority with respect to Real Property, including zoning or planning restrictionsregulations, permitsprovided they do not materially adversely affect the current use of the applicable Real Property, easements(vi) Encumbrances, covenants Property Restrictions, Rights-of-Way and written agreements of record, (vii) mechanics', carriers', workmen's and repairmen's liens and other restrictions or Encumbrances, Property Restrictions and other limitations on the use or occupancy of real property or irregularities in title theretoany kind, if any, which do not materially impair detract from the value of or materially interfere with the present use of such property as it is presently used any Real Property subject thereto or intended to be used in connection with the Parent Business, (C) Liens for current Taxes, assessments affected thereby and which have arisen or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising incurred in the ordinary course of business and (Eviii) Liens which would not, individually Encumbrances that do materially detract from the value or in materially interfere with the aggregate, reasonably be expected to materially and adversely affect the present use of such assets as they are presently used or intended to be used in connection with the Parent Business asset subject thereto (the items in clauses (Ai) through (Eviii) above referred to collectively as "PERMITTED ENCUMBRANCES"), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Real and Personal Property. (a) Section 6.15(a) Seller does not own any real property. The Seller Parties have delivered to Buyer a correct and complete copy of each lease (or a summary of the Parent Disclosure Letter sets forth a true and complete list, as material terms of the date hereoflease, of if oral), including amendments, waivers, or other changes thereto, relating to the Leased Property (each, a “Lease,” and collectively, the “Leases”). The Leased Property and the Leases comprise all leased real property interests and interests Contracts related thereto used in real property owned by Parent or any Parent Subsidiary the conduct of the Business as currently conducted. With respect to each Lease: (collectivelyi) all leased buildings and improvements and all leased fixtures are held under such Lease, (ii) such Lease is in full force and effect and a valid instrument enforceable against Seller, and, to Seller’s Knowledge, the other party thereto, in each case together in accordance with its terms, (iii) all buildingsrents, structuresrequired deposits, improvements additional rent and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As payments due as of the date hereofClosing Date pursuant to such Lease have been paid in full, (iiv) Parent or a Parent Subsidiary there is no existing default by Seller, or, to Seller’s Knowledge, by the lessor under such Lease, (v) Seller has good not received any notice that it is in default under such Lease, (vi) no party other than Seller and insurable fee simple title to all Parent Owned Real the identified lessor have any interest in the Leased Property, in each case free and clear of all Liens other than (Avii) Liens securing indebtedness reflected in the Parent Financial Statementsexcept as set forth on Schedule 5.3, (B) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it no Consent is presently used or intended required to be used obtained by Seller pursuant to any Lease in connection with the Parent Businessconsummation of the Contemplated Transactions. Except for the Leases, (C) Liens for current TaxesSeller has not entered into any leases or subleases or granted any rights of first refusal, assessments or governmental charges or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAPrights of reverter, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected options to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options purchase or rights of first refusal in favor of any other Person occupancy with respect to purchasethe Leased Property. The Leased Property is validly zoned for its current use and occupancy by Seller under the applicable zoning codes and urban renewal plans, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the Seller’s current use of such Parent Owned Real the Leased Property as it is presently used or intended to be used in connection with the Parent Businesscompliance therewith. To the knowledge of Parent, there is There are no pending or threatened condemnation condemnations, planned public improvements, annexations, special assessments, zoning or eminent domain proceeding with respect to any Parent Owned Real subdivision changes, or other adverse claims affecting the Leased Property. No developer-related charges or assessments imposed by any Governmental Entity or All of the buildings, material fixtures and other Person for improvements (or otherwise) against any Parent Owned Real and building systems situated within the Leased Property held for development are unpaidin good operating condition, except for charges or assessments reflected reasonable wear and tear excepted, and have been maintained in the Parent Balance Sheet or incurred after the date Ordinary Course of Business. Seller has adequate rights of ingress into and egress out of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse EffectLeased Property.

Real and Personal Property. Sufficiency of Assets of the Company. (a) Section 6.15(a(i) Except as set forth on Schedule 2.11(a), the Company or one of its Subsidiaries owns marketable fee title to, or holds a valid leasehold, interest in or right-of-way easement (collectively, the "Rights of Way") through, all real property ("Real Property") used or necessary for the conduct of the Parent Disclosure Letter Company's and its Subsidiaries' business as it is presently conducted and as the Company's and its Subsidiaries' business is proposed to be conducted in connection with the 2002 Expansion Project, including, without limitation, all real property required for the construction, operation and maintenance of the Pipeline and have good and valid title to all of the material tangible assets and properties which they own and which are reflected on the 2001 Financial Statements (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since the date of the 2001 Financial Statements), (ii) Schedule 2.11(a) sets forth a true and complete list, as summary of types of the date hereofRights of Way obtained or to be obtained for the High Desert Project and the 2003 Expansion Project, of and (iii) all real property and interests in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements and fixtures thereon and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has good and insurable fee simple title to all Parent Owned such Real Property, in each case assets and properties (other than Rights of Way) are owned or leased free and clear of all Liens other than Encumbrances, except for (A) Liens securing Encumbrances set forth on Schedule 2.11(a), (B) liens for current Taxes not yet due and payable or for Taxes the validity of which is being contested in good faith, (C) Encumbrances to secure indebtedness reflected in on the Parent 2001 Financial Statements, (BD) Liens consisting Encumbrances which will be discharged on or prior to the Closing Date, (E) Rights of Way, written agreements, laws, ordinances and regulations affecting building use and occupancy or reservations of interest in title (collectively, "Property Restrictions") imposed or promulgated by law or any Governmental Authority with respect to Real Property, including zoning regulations, provided they do not materially adversely affect the current use of the applicable Real Property or planning restrictionsthe use proposed in connection with the Expansion Projects, permits(F) mechanics', easementscarriers', covenants workmen's and repairmen's liens and other restrictions or Encumbrances, Property Restrictions and other limitations on the use or occupancy of real property or irregularities in title theretoany kind, if any, which do not materially impair detract from the value of or materially interfere with the present use or the use of such property as it is presently used or intended to be used proposed in connection with the Parent Business, (C) Liens for current Taxes, assessments Expansion Projects of any Real Property subject thereto or governmental charges affected thereby and which have arisen or levies on property not yet delinquent or which are being contested in good faith and for which adequate reserves have been created in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising incurred in the ordinary course of business and (EG) Liens which would not, individually Encumbrances that do not materially detract from the value or in materially interfere with the aggregate, reasonably be expected to materially and adversely affect the present use of such assets as they are presently used the asset subject thereto or intended to be used the proposed use of the asset in connection with the Parent Business Expansion Projects (the items in clauses (A) through (EG) above referred to collectively as "Permitted Encumbrances"). Schedule 2.11(a) sets forth a list of all Real Property which the Company or one of its Subsidiaries owns in fee (such Real Property, "Fee Property") and all Rights of Way owned by the Company or one of its Subsidiaries. Except as set forth in Schedule 2.11(a), collectivelyto the Company's knowledge its interests in (1) the Fee Property are exclusive, “Parent Permitted Liens”) indefeasible and perpetual and (ii2) there all Rights of Way are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectperpetual.

Real and Personal Property. (ai) Section 6.15(aSet forth on Schedule 4.2(t)(i) of the Parent TCB Holdings Disclosure Letter sets forth Memorandum is a true true, correct, and complete listlist (by street address) as of the date of this Agreement of all real property owned by TCB Holdings or the Bank or any of their respective Subsidiaries, including without limitation property carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by TCB Holdings or the Bank or any of their respective Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, collectively, the “TCB Holdings Properties”). Except for the TCB Holdings Properties, as of the date hereofof this Agreement, neither TCB Holdings nor the Bank nor any of all their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property and property, other than interests held as a creditor in real property owned by Parent or any Parent Subsidiary (collectively, in each case together with all buildings, structures, improvements securing Bank Loans. TCB Holdings and fixtures thereon the Bank and all easements and rights of way pertaining thereto or accruing to the benefit thereof and all other appurtenances and real property rights pertaining thereto, the “Parent Owned Real Property”). As of the date hereof, (i) Parent or a Parent Subsidiary has their respective Subsidiaries have good and insurable fee simple marketable title to all Parent of the Owned Real PropertyProperty (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens Liens, except Permitted Liens. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, none of the Owned Real Property is leased by TCB Holdings or the Bank or any of their Subsidiaries. To the Knowledge of the TCB Holdings Parties, there are no material unpaid bills or claims for work performed on or at the TCB Holdings Properties other than (Abills for work that has been performed but which are not yet due and payable. Each lease pursuant to which TCB Holdings or the Bank or their respective Subsidiaries lease the Leased Real Property is valid, binding, enforceable, and in full force and effect, and neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor to the Knowledge of the TCB Holdings Parties any other party to any such lease, is in breach or default under or in violation of, in any material respect, any provision of any such lease. The TCB Holdings Parties have previously delivered or made available to Reliant a true, correct, and complete copy of each such lease, including all amendments thereto. Except as set forth on Schedule 4.2(t)(i) Liens securing indebtedness reflected in of the Parent Financial StatementsTCB Holdings Disclosure Memorandum, (B) Liens consisting each of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it TCB Holdings Properties that is presently used or intended to be used held for use by TCB Holdings or the Bank or their respective Subsidiaries in connection with the Parent Business, business or operations of TCB Holdings or the Bank or their respective Subsidiaries (Cthe “TCB Holdings Business Properties”) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent or which are being contested is in good faith condition (normal wear and tear excepted), to the Knowledge of the TCB Holdings Parties conforms in all material respects with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the TCB Holdings Parties to be adequate for which adequate reserves have been created the current business of the TCB Holdings Parties and their respective Subsidiaries. To the Knowledge of the TCB Holdings Parties, none of the buildings, structures, or other improvements located on any of the TCB Holdings Business Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way, and none of the buildings, structures, or other improvements located on any parcel adjoining any of the TCB Holdings Business Properties encroaches upon or over any portion of the TCB Holdings Business Properties. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, there are no easements of any kind on, in accordance with GAAPrespect of, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in or affecting the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to TCB Holdings Business Properties that materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person the TCB Holdings Parties and their respective Subsidiaries to purchase, lease, occupy or otherwise utilize use the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaid, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale by Parent or any Parent Subsidiary, other than any such Law or Judgment that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary TCB Holdings Business Properties for the intended operation conduct of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effecttheir business.

Real and Personal Property. (a) Section 6.15(a) Seller and the Affiliated Seller Entities, as the case may be, have good title to all of the Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of all assets that do not constitute real property and interests in (other than those non-real property assets disposed of in the ordinary course of business of Seller or the Affiliated Seller Entities since December 31, 2000) reflected as owned by Parent or any Parent Subsidiary (collectivelyof them in the December 31, in each case together with all buildings2000 consolidated financial statements of Seller and the Affiliated Seller Entities, structures, improvements free and fixtures thereon clear of any and all easements and rights of way pertaining thereto material liens or accruing to the benefit thereof and all other appurtenances and real property rights pertaining theretomaterial encumbrances, the “Parent Owned Real Property”). As of the date hereof, except for: (i) Parent statutory liens for taxes not yet due; (ii) statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due; (iii) liens incurred or a Parent Subsidiary has good deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and insurable other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations; and (iv) minor irregularities of title which do not in the aggregate materially detract from the value or use of such assets of Seller and/or the Affiliated Seller Entities. Seller and the Affiliated Seller Entities, as the case may be, have fee simple title to all Parent Owned Real Propertyof the respective real properties reflected as owned by any of them in the December 31, in each case 2000 consolidated financial statements of Seller and the Affiliated Seller Entities, free and clear of any and all Liens material liens or other than material encumbrances, except for any minor imperfections of title and any exceptions (Athe “Permitted Exceptions”) Liens securing indebtedness reflected set forth on the Real Estate List, and except for those assets disposed of in the Parent Financial Statementsordinary course of business of Seller or the Affiliated Seller Entities since that date. Seller and/or the Seller Stockholders have previously furnished to MB a list (the “Real Estate List”) that sets forth (w) all real property owned or leased by Seller or any of the Affiliated Seller Entities, together with the addresses thereof, (Bx) Liens consisting of zoning each lease, sublease, installment purchase or planning restrictions, permits, easements, covenants and other restrictions or limitations on similar arrangement (a “Lease”) for the use or occupancy of real property to which Seller or irregularities in title thereto, which do not materially impair any of the use of such property as it Affiliated Seller Entities is presently used or intended to be used in connection with the Parent Businessa party, (Cy) Liens for current Taxesto the best knowledge of the Seller and the Seller Stockholders, assessments all PCB Equipment (as hereinafter defined in this Agreement) of Seller or governmental charges any of the Affiliated Seller Entities, whether leaking or levies on property not yet delinquent not, indicating which, if any, is now or which are being contested ever has been leaking, and all asbestos, whether in good faith friable condition or not, that is included within the assets of Seller or any of the Affiliated Seller Entities, and for which adequate reserves (z) to the best knowledge of the Seller and the Seller Stockholders, all remodeling changes to the business premises or facilities of Seller or any Affiliated Seller Entities, including, without limitation, automatic teller machines (collectively, the “Seller Facilities”) undertaken after December 31, 1995. Seller and/or the Seller Stockholders have been created furnished to MB a copy of each Lease, including all amendments thereto. To the best knowledge of Seller and the Seller Stockholders, each Lease is valid and enforceable in all material respects by Seller or the affected Affiliated Seller Entity in accordance with GAAP, (D) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and (E) Liens which would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the use of such assets as they are presently used or intended to be used in connection with the Parent Business (the items in clauses (A) through (E), collectively, “Parent Permitted Liens”) and (ii) there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the use of such Parent Owned Real Property as it is presently used or intended to be used in connection with the Parent Business. To the knowledge of Parent, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property. No developer-related charges or assessments imposed by any Governmental Entity or other Person for improvements (or otherwise) against any Parent Owned Real Property held for development are unpaidits terms, except for charges or assessments reflected in the Parent Balance Sheet or incurred after the date of the Parent Balance Sheet in the ordinary course of business. No Law or Judgment exists or is pending before a Governmental Entity that restricts the development or sale of Parent Owned Real Property that is currently under development or being held for sale as limited by Parent or any Parent Subsidiary(1) bankruptcy, other than any such Law or Judgment thatinsolvency, individually or in the aggregatemoratorium, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. With respect to any Parent Owned Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, reorganization and other services necessary for the intended operation of such subdivisions or communitiessimilar laws affecting creditors’ rights generally, all of which utilities and services are adequate for such operation pursuant to all applicable Laws, other than any failure to supply utilities or services that, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.and