Common use of Real Property Clause in Contracts

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Home or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Home Subsidiary (a) have marketable and valid has good title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Home Reports as being owned by Camber Home or a Camber Home Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Home Owned Properties”), free and clear of all material Liens, except (i) as noted in the latest balance sheet included in the Home Reports, (ii) statutory Liens securing payments not yet due, (iiiii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s due and payable or mechanic’s Liens being contested in good faith by appropriate proceedings and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which appropriate reserves have been established and reflected in the Home Reports, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Home Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Home Leased Properties” and, collectively with the Camber Home Owned Properties, the “Camber Home Real Property”), and any leases with respect is in possession of the properties purported to such leasehold estatesbe leased thereunder, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and to Home’s knowledge each such lease is valid and no event without default thereunder by the lessee or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberHome, threatened condemnation proceedings against the Camber Home Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect on Camber, Camber and each Camber Effect: (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title title, subject to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being Permitted Liens, to each material Real Property owned by Camber the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”); and (ii) either the Company or a Camber Subsidiary of the Company has a good and valid leasehold interest in each material lease, material sublease and other material agreement under which the Company or acquired after any of its Subsidiaries uses or occupies or has the date thereof right to use or occupy any Real Property (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (such property, the “Camber Owned PropertiesCompany Leased Real Property” and such leases, subleases and other agreements, collectively, the “Company Real Property Leases”), in each case, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s other than any Permitted Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect any Lien encumbering the value or use interest of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens landlord thereunder. Except as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect, each Company Real Property Lease and each Company Sublease (defined below) is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions. Except as would not reasonably be expected to have a Company Material Adverse Effect, no uncured default on Camber. There are no pending the part of the Company or, if applicable, its Subsidiary or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber landlord, sublandlord or subtenant thereunder (as applicable), exists under any Company Real PropertyProperty Lease or Company Sublease, except as and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would not, individually constitute a material breach or in the aggregate, reasonably be expected to have default under a Material Adverse Effect on CamberCompany Real Property Lease or Company Sublease.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to all the each material real property reflected in (and each real property at which material operations of the latest audited balance sheet included in the Camber SEC Reports as being Company or any of its Subsidiaries are conducted) owned by Camber the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (such owned real property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Camber Subsidiary of the Company has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Company or acquired after any of its Subsidiaries uses or occupies or has the date thereof right to use or occupy any material real property (except properties sold or otherwise disposed real property at which material operations of since the date thereof in the ordinary course Company or any of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementits Subsidiaries are conducted) (any property subject to such lease, sublease or other agreement, the “Camber Owned PropertiesCompany Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all material Liens other than any Company Permitted Liens, except (i) statutory Liens securing payments not yet dueand other than any conditions, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair lessee to the extent a leased property) thereof in the operation of its business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, . Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect in accordance with its terms, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on Camberthe part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the lessor thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberSterling, Camber and each Camber Subsidiary (a) have Sterling or a Sterling Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Sterling Reports as being owned by Camber Sterling or a Camber Sterling Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Sterling Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Sterling Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Sterling Owned Properties, the “Camber Sterling Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberSterling, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSterling, threatened condemnation proceedings against the Camber Sterling Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to all the each material real property reflected in (and each real property at which material operations of the latest audited balance sheet included in the Camber SEC Reports as being Company or any of its Subsidiaries are conducted) owned by Camber the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Camber Subsidiary of the Company has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Company or acquired after any of its Subsidiaries uses or occupies or has the date thereof right to use or occupy any material real property (except properties sold or otherwise disposed real property at which material operations of since the date thereof in the ordinary course Company or any of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementits Subsidiaries are conducted) (such property subject to a lease, sublease or other agreement, the “Camber Owned PropertiesCompany Leased Real Property,” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all material Liens other than any Company Permitted Liens, except (i) statutory Liens securing payments not yet dueand other than any conditions, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair lessee to the extent a leased property) thereof in the operation of its business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, . Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on Camberthe part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Sun Material Adverse Effect on CamberEffect, Camber Sun and each Camber Subsidiary of the Sun Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Sun SEC Reports Documents as being owned by Camber Sun or a Camber Sun Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Sun Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Permitted Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), ; and (b) are the lessee of all have valid leasehold estates in all material real property leased, subleased, licensed or otherwise occupied by Sun or the Sun Subsidiaries as reflected in the latest audited financial statements included in such Camber Sun SEC Reports Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Sun or a Camber its Subsidiary) (such leasehold estates, collectively with the Camber Sun Owned Properties, the “Camber Sun Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid Liens, and no event or condition exists which constitutes or, after notice or lapse of time or both, will would reasonably be expected to constitute, a material breach or default on the part of Camber Sun or any Camber Subsidiaryof the Sun Subsidiaries, or to the knowledge of CamberSun, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Sun Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of CamberSun, threatened condemnation proceedings against the Camber Sun Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Sun Material Adverse Effect on CamberEffect.

Real Property. Except Section 5.14 of the Monsoon Disclosure Letter sets forth a true and complete list, as would not reasonably of the date hereof, of (A) all real property and interests in real property owned or purported to be expected to have, either individually owned by Monsoon or any of its Subsidiaries (“Monsoon Owned Real Property”) and the address for each Monsoon Owned Real Property and (B) all real property and interests in the aggregatereal property leased by Monsoon or any Monsoon Subsidiary (each, a Material Adverse Effect on Camber“Monsoon Leased Real Property” and, Camber together with each Monsoon Owned Real Property, the “Monsoon Real Property”) and each Camber identifies the leases or subleases demising such Monsoon Owned Real Property (each, a “Monsoon Real Property Lease”). Monsoon or a Monsoon Subsidiary (a) have marketable has good and valid title to its freehold or leasehold estates in all the real property Monsoon Real Property, in each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest audited balance sheet included Monsoon Financial Statements, (ii) 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 Monsoon Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with IFRS have been established in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof latest Monsoon Financial Statements, (except properties sold or otherwise disposed of since the date thereof iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments consistent with past practice for sums not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties payable and (v) such imperfections or irregularities of title or Liens as which do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would notto, individually or in the aggregate, reasonably materially and adversely affect the use and operation of such assets as they are presently used and operated or intended to be expected to have a Material Adverse Effect on Camberused and operated in connection with the Monsoon Business (the items in clauses (i) through (v), collectively, “Monsoon Permitted Liens”).

Real Property. Except (a) The Company or its Subsidiaries owns of record or beneficially the real property set forth in Section 3.16 of the Company Disclosure Schedule. With respect to the real property owned of record or beneficially by the Company or any Subsidiary (such property collectively, the “Company Owned Real Property”), except as is not having or would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to such Company Owned Real Property, free and clear of all the real property reflected Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Camber Company SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after Documents filed prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use such recent consolidated balance sheet of the properties Company or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (vE) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of a Material Adverse Effect on Camber. There Company Owned Real Property or a Company Leased Real Property as currently operated (each of the foregoing, a “Company Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the Company Owned Real Property by the Company for residential home building), (ii) there are no pending orreversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company for residential home building of the Company Owned Real Property affected thereby and (iii) neither the Company nor its Subsidiaries have collaterally assigned or granted a security interest in the Company Owned Real Property except for Company Permitted Liens. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Camber, the Company there is no pending or threatened condemnation proceedings against the Camber or eminent domain proceeding with respect to any Company Owned Real Property, except as proceedings which are not having or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Schedule 4.01(i) contains a list, by deed reference or otherwise, of all Real Property, other than Real Property owned, leased, used or held for use by the Joint Ventures. Except as would not reasonably be expected set forth on Schedule 4.01(i), Sellers and the Purchased Entities (other than the Joint Ventures), as the case may be, have good and marketable title in fee simple to have, either individually or in the aggregate, a Material Adverse Effect Real Property listed on Camber, Camber and each Camber Subsidiary (aSchedule 4.01(i) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber them, in each case free and clear of all Liens (including Liens for Taxes, other than Taxes not yet due and payable or a Camber Subsidiary Taxes being properly contested in good faith), mortgages, security interests, charges, claims, leases, survey exceptions, options, rights of first refusal or acquired after first offer, easements, restrictions, rights-of-way or other encumbrances of any nature whatsoever, except for the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions permitted encumbrances described in subsequent Camber SEC Reports through the date of this AgreementSchedule 4.01(i) ("Permitted Encumbrances"). Each Joint Venture has good and marketable title in fee simple to any Real Property reflected as being owned by it on the “Camber Owned Properties”)financial statements of such Joint Venture, free and clear of all material Liens, except (i) statutory other than Liens securing payments not yet due, (ii) disclosed in the financial statements of such Joint Venture and Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect detract from the value of such Real Property, as reflected on the financial statements of such Joint Venture. The uses for which the buildings, facilities and other improvements located on the Real Property (the "Improvements") are zoned do not materially restrict, or in any material manner impair, the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use Improvements for purposes of the properties Business, and none of Parent, Sellers or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties the Purchased Entities has received any written notice from any Governmental Entity that the construction of the Improvements does not comply in all material respects with all applicable building and zoning codes, deed restrictions, ordinances and rules. Sellers and the Purchased Entities (collectively, “Permitted Encumbrances”other than the Joint Ventures), as the case may be, are the lessees of each of the leasehold estates listed in Schedule 4.01(i) as being leased by them, and Sellers and the Purchased Entities, except as set forth in Schedule 4.01(i), are in possession of each of the premises purported to be leased by them. Except as set forth in Schedule 4.01(i), none of Parent, Sellers or the Purchased Entities (bother than the Joint Ventures) has received any written notice from any landlord or Governmental Entity of any claim (including any Lien for Taxes, other than Taxes not yet due and payable or Taxes being properly contested in good faith) which is adverse to the rights of any such Seller or Purchased Entity in any leasehold estate. None of Parent, Sellers or the Purchased Entities (other than the Joint Ventures) has received any written notice from any party to any lease that such lease is in default under the terms thereof. The leases set forth in Schedule 4.01(i) are the lessee only leases of all leasehold estates reflected real property to which Sellers or any of their Affiliates are parties pertaining to the Business which are material to the Business. Except as disclosed in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”Schedule 4.01(i), free and clear of all material Liens, except for Permitted Encumbrances and each such lease there is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of CamberParent or any Seller, threatened condemnation proceedings against condemnation, expropriation, eminent domain or similar proceeding with respect to the Camber Real PropertyProperty or the Improvements. True, except as would notcomplete and correct copies of the deeds, individually title insurance policies, surveys (in their possession), mortgages, agreements, leases and other documents granting or in relating to Sellers' or the aggregate, reasonably be expected Purchased Entities' (other than the Joint Ventures) ownership or leasing of the Real Property and the Improvements have been delivered or made available to have a Material Adverse Effect on CamberPurchaser.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable Section 3.16(a)(1) of the Seller Disclosure Letter is a complete and valid title to accurate list of all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber either Company or a Camber Subsidiary or acquired after any of its Subsidiaries as of the date thereof (except properties sold hereof and which is to be acquired and owned by either Company or otherwise disposed any of since its Subsidiaries on or prior to the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) Closing Date (the “Camber Owned PropertiesReal Property”), free . Section 3.16(a)(2) of the Seller Disclosure Letter is a complete and clear accurate list of all material Liensleases, except (i) statutory Liens securing payments not yet duesubleases, (ii) Liens for real property Taxes not yet delinquentlicenses, (iii) materialmen’s or mechanic’s Liens permits and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental other agreements, documents or instruments (ivincluding, without limitation, easement agreements) Liensand all amendments, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject modifications and/or supplements thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, the “Permitted EncumbrancesReal Property Leases”)) under which either Company or any of its Subsidiaries lease, sublease, license, use or occupy any real property, excluding the U.S. Forest Service Properties (the land, buildings and (b) are other improvements covered by the lessee of all leasehold estates reflected in Real Property Leases being herein called the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively “Leased Real Property” and together with the Camber Owned Real Property and the U.S. Forest Service Properties, the “Camber Real Property”). The Companies have delivered to the Buyer, prior to the date hereof, copies of the Real Property Leases, all of which are true, complete and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of correct in all material Liensrespects. Except as set forth in Section 3.16(a)(3) of the Seller Disclosure Letter, except for Permitted Encumbrances each Real Property Lease is in full force and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or effect as to the knowledge applicable Company or its applicable Subsidiary and, to the Knowledge of Camberthe Companies, as to the other parties thereto. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Company nor its applicable Subsidiary nor, to the Knowledge of the Companies, any other party theretoto such Real Property Lease is in breach in any material respect thereof or default in any material respect thereunder. The Real Property is all of the material real property that is necessary for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the Companies nor any of their respective Subsidiaries have received notice that any party to any Real Property Lease intends, or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orhas threatened, to the knowledge terminate or revoke all or any rights granted in favor of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually either Company or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberits applicable Subsidiary thereunder.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberCBC, Camber and each Camber Subsidiary (a) have CBC or a Subsidiary of CBC has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CBC Reports as being owned by Camber CBC or a Camber Subsidiary of CBC or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CBC Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CBC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CBC Owned Properties, the “Camber CBC Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCBC, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCBC, threatened condemnation proceedings against the Camber CBC Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Schedule 4.15 of the Company Disclosure Letter lists, as of the date of this Agreement, all Owned Real Property (other than Owned Real Property of immaterial value that does not expose the Company or its Subsidiaries to a significant risk of material liability). True, correct and complete copies of all material Real Property Leases and amendments thereto, if any, have been made available to Parent or its employees, consultants, agents, advisors, affiliates or other representatives. Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camberthe Company, Camber the Company and each Camber Subsidiary (a) its Subsidiaries have good, valid and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”)Real Property, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Liens. Except as has not had and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberthe Company, the Company and its Subsidiaries have valid and subsisting leasehold estates in, and enjoy peaceful and undisturbed possession under, all Real Property Leases, subject only to Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each lease entered into in connection with the Leased Real Property (collectively, “Real Property Leases”) is, and at the Closing, unless expired, shall be, legal, valid and binding and in full force and effect, and has not been and will not have been assigned, modified, supplemented or amended other than in the ordinary course of business. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have in all material respects performed all of the obligations required to be performed by it or them to date under such Real Property Leases. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, none of the Company, its Subsidiaries or, to the Company’s Knowledge, the landlord or sublandlord under any Real Property Lease is in material default under any of the Real Property Leases, and no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a material default under any Real Property Lease or would permit the landlord or sublandlord under any Real Property Lease to terminate any Real Property Lease. The Real Property comprises, in all material respects, all of the material real property used in the business of the Company and its Subsidiaries, taken as a whole, as presently conducted.

Real Property. Except No Indigo Group Company owns any real property. Section 4.15 of the Indigo Parent Disclosure Letter sets forth a complete list as would not reasonably be expected to haveof the date of this Agreement of all real property and interests in real property leased by any Indigo Group Company (each, either individually an “Indigo Leased Real Property”) and identifies the leases or in the aggregatesubleases demising such Indigo Leased Real Property (each, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable an “Indigo Real Property Lease”). An Indigo Group Company has good and valid title to its leasehold estates in all the real property Indigo Leased Real Property, in each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest audited balance sheet included Indigo Financial Statements, (ii) 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 Indigo Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with IFRS have been established in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof latest Indigo Financial Statements, (except properties sold or otherwise disposed of since the date thereof iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments consistent with past practice for sums not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties payable and (v) such imperfections or irregularities of title or Liens as which do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would notto, individually or in the aggregate, reasonably materially and adversely affect the use and operation of such assets as they are presently used and operated or intended to be expected to have a Material Adverse Effect on Camberused and operated in connection with the Indigo Business (the items in clauses (i) through (v), collectively, “Indigo Permitted Liens”).

Real Property. Except (a) With respect to each material real property owned by the Company or any of its Subsidiaries as of the date hereof or in which the Company or any of its Subsidiaries owns an undivided interest (such property collectively, the “Company Owned Real Property”), except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber except as set forth in Section 3.15(a) of the Company Disclosure Schedule, (i) either the Company or a Subsidiary (a) have marketable and valid of the Company has insurable fee simple title to all the real property reflected such Company Owned Real Property or in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed case of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”)undivided interest, insurable title thereto, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s other than Company Permitted Liens and statutory or common law Liens or encumbrances to secure landlordsconditions, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially and adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair lessee to the extent a leased property) thereof in the operation of its business operations at such properties and in the ordinary course (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), (ii) there are no leases, subleases or licenses affecting any portion of the Company Owned Real Property that would reasonably be expected to materially and adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon in the ordinary course and (biii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the lessee existing use of all leasehold estates reflected the Company Owned Real Property by the Company in the latest audited financial statements included operation of its business thereon in such Camber SEC Reports or acquired after the ordinary course. As of the date thereof (except for leases that have expired by their terms since hereof, neither the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”Company nor any of its Subsidiaries has received written notice of any pending, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseCompany Owned Real Property, except where such breach or default, either individually or in the aggregate, proceedings which would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually Schedule 2.9(a) sets forth a complete and correct description of all real property owned or leased by the Company or a Company Subsidiary or in which the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber Company or a Camber Company Subsidiary or acquired after the date thereof has an interest (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementother than as a mortgagee) (the “Camber Owned PropertiesReal Property”). No real property or improvements are carried on the Bank’s books and records as Other Real Estate Owned. The Company and the Company Subsidiaries own, or have a valid right to use or a leasehold interest in, all Real Property used by them in the conduct of their respective businesses as such businesses are presently conducted. The ownership or leasehold interest of the Company or the Company Subsidiaries in such Real Property is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or restrictions or claims or charges of any kind (collectively, “Encumbrances”), free and clear of all material Liensexcept for Permitted Encumbrances. As used in this Agreement, except “Permitted Encumbrances” shall mean (i) statutory Liens securing payments Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Company or a Company Subsidiary is not yet duedelinquent or in default, (ii) Liens for real property Taxes not yet delinquentcarriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) materialmen’s Encumbrances for taxes not yet due and payable or mechanic’s Liens that are being contested in good faith and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which proper reserves have been established and reflected on the Company Financial Statements, (iv) Liens, minor exceptions or defects in title to real property or recorded easements, rights of way, covenantsbuilding or use restrictions, conditions, restrictions and other similar encumbrances covenants or conditions that in each case do not materially affect impair the value or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and thereof, (v) such imperfections or irregularities of title or Liens as do not materially affect zoning and similar restrictions on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)real property, and (bvi) in the case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in good faith and for which proper reserves have been established and reflected on the Company Financial Statements. All material Licenses required for the lawful use and occupancy of any real property by the Company and the Company Subsidiaries, as the case may be, have been obtained and are in full force and effect. Neither the Company nor a Company Subsidiary is the lessor or lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberreal property.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberSunshine, Camber and each Camber Sunshine or its Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Sunshine SEC Reports as being owned by Camber Sunshine or a Camber its Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Sunshine Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Sunshine SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Sunshine Leased Properties” and, collectively with the Camber Sunshine Owned Properties, the “Camber Sunshine Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Sunshine’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSunshine, threatened condemnation proceedings against the Camber Sunshine Real Property. Sunshine Disclosure Schedule 3.18 contains a complete and accurate list of each Sunshine Real Property, except as would not, individually or in including lease commencement and termination dates and any notices required prior to consummation of the aggregate, reasonably be expected to have a Material Adverse Effect on Cambertransactions contemplated by this Agreement.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberCharter, Camber and each Camber Subsidiary Charter or CharterBank, as applicable, (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Charter SEC Reports as being owned by Camber Charter or a Camber Subsidiary CharterBank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course Ordinary Course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this AgreementBusiness) (the “Camber Charter Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Charter Leased Properties” and, collectively with the Camber Charter Owned Properties, the “Camber Charter Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Charter’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCharter, threatened condemnation proceedings against the Camber Charter Real Property. Charter Disclosure Schedule Section 3.18 contains a complete and accurate list of each Charter Real Property, except including Lease commencement and termination dates and any notices required prior to consummation of the transactions contemplated by this Agreement, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberapplicable.

Real Property. Except The Transferred Assets do not include any real property other than the real property that is leased pursuant to the Assigned Lease. Section 3.15 of the Seller Disclosure Schedule lists, as would not reasonably be expected to haveof the date hereof, either individually or in all real property, including the aggregatereal property located at 000 XX Xxxxxxxx Xxxxxx, a Material Adverse Effect on CamberXxxxxxxx, Camber and each Camber Subsidiary Xxxxxx (the “Portland Location”), (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being which are owned by Camber Seller or a Camber Subsidiary an Affiliate of Seller or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee in which Seller or an Affiliate of all Seller has a leasehold estates reflected interest and, in the latest audited financial statements included each case, in such Camber SEC Reports which Seller intends will be occupied by Purchaser or acquired an Affiliate thereof from and after the date thereof (except for leases that have expired by their terms since day immediately following the date thereof expiration or have been terminated by Camber or a Camber Subsidiary) termination of the Employee Lease Term (such leasehold estates, leases in subclause (b) of this Section 3.15 (but expressly excluding the Assigned Lease) are collectively referred to as the “Non-Assigned Leases”; together with the Camber Owned PropertiesAssigned Lease, collectively, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free . True and clear of complete copies in all material Liensrespects of each of the Leases, except for Permitted Encumbrances including in each case all amendments and each such lease is addenda thereto, have been made available to Purchaser on the Project DeLorean Intralinks site or by email prior to the date hereof. Seller or an Affiliate thereof has a valid and enforceable leasehold interest under the Leases, subject to Permitted Liens and to the Enforceability Exceptions and neither Seller nor any such Affiliate has received any written notice of any default under the Leases, and, to the Knowledge of Seller, no event or has occurred and no condition exists which constitutes orthat, after with notice or lapse of time or both, will constitute, would constitute a material breach or default on the part of Camber by Seller or any Camber Subsidiarysuch Affiliate under the Leases, except, in each case, for such invalidity, unenforceability or to the knowledge of Camberdefaults that, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberEffect.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Partnership Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Partnership or a Subsidiary (a) have marketable of the Partnership has good and valid title to all the each material real property reflected in at which material operations of the latest audited balance sheet included in the Camber SEC Reports as being Partnership or any of its Subsidiaries are conducted and that are owned by Camber the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or a Camber Subsidiary of the Partnership has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Partnership or acquired after any of its Subsidiaries uses or occupies or has the date thereof right to use or occupy any material real property at which material operations of the Partnership or any of its Subsidiaries are conducted (except properties sold any such property subject to such lease, sublease or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (other agreement, the “Camber Owned PropertiesPartnership Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Partnership Real Property Leases”), in each case, free and clear of all material Liens other than any Partnership Permitted Liens, except (i) statutory Liens securing payments not yet dueand other than any conditions, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair business operations at such properties and (vlessee to the extent a leased property) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected thereof in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear operation of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, its business. Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, except as such enforcement may be limited by Enforceability Exceptions, and (B) no uncured default of a material nature on Camberthe part of the Partnership or, if applicable, any of its Subsidiaries or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease, and no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Partnership Real Property Lease.

Real Property. Except as would not reasonably be expected to have, either individually CenterState or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber CenterState Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CenterState Reports as being owned by Camber CenterState or a Camber CenterState Subsidiary or acquired after the date thereof which are material to CenterState’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CenterState Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CenterState Reports or acquired after the date thereof which are material to CenterState’s business (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CenterState Owned Properties, the “Camber CenterState Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCenterState, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCenterState, threatened condemnation proceedings against the Camber CenterState Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property. (b) The Crescent SEC Documents refer to all Crescent Owned Real Property (in all material respects) as of their respective dates. Crescent and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Crescent Owned Real Property, free and clear of any Liens other than Crescent Permitted Liens and other than title defects which would not in the aggregate have a Material Adverse Effect. (c) Except for such exceptions as would not reasonably be expected not, in the aggregate, have a Material Adverse Effect (i) each Crescent Lease is valid and binding upon Crescent and its Subsidiaries and in full force and effect and grants the lessee under the Lease the exclusive right to haveuse and occupy the premises and (ii) each of Crescent and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Crescent Leases. To the knowledge of Crescent, either no non-monetary defaults exist under the Crescent Leases which, individually or in the aggregate, would have a Material Adverse Effect on CamberEffect. (d) The Crescent Real Property constitutes all of the fee, Camber leasehold and each Camber Subsidiary (a) have marketable other interests in real property, necessary for the conduct of, or otherwise material to, the business of Crescent and valid title to its Subsidiaries as it is currently conducted in all material respects. The use and operation of the real property reflected Crescent Real Property in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use conduct of the properties business of Crescent and its Subsidiaries does not violate any instrument of record or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect agreement affecting the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Crescent Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes orviolations that, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.4.2.13

Real Property. (a) For purposes of this Agreement, "Reckson Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Reckson in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Reckson Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Reckson's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Reckson Real Property as it is presently used and (vii) matters set forth in Schedule 4.1.12(a) of the Buyer Disclosure Schedule. "Reckson Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Reckson or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Reckson Real Property, or interests therein. "Reckson Leased Real Property" means all interests in real property pursuant to Reckson Leases. "Reckson Owned Real Property" means the real property owned in fee by Reckson and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Reckson and its Subsidiaries as it is currently conducted. "Reckson Real Property" means Reckson Owned Real Property and Reckson Leased Real Property. (b) The Reckson SEC Documents refer to all Reckson Owned Real Property (in all material respects) as of their respective dates. Reckson and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Reckson Owned Real Property, free and clear of any Liens other than Reckson Permitted Liens and other than title defects which would not in the aggregate have a Material Adverse Effect. (c) Except for such exceptions as would not reasonably be expected not, in the aggregate, have a Material Adverse Effect (i) each Reckson Lease is valid and binding upon Reckson and its Subsidiaries and in full force and effect and grants the lessee under the Lease the exclusive right to haveuse and occupy the premises and (ii) each of Reckson and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Reckson Leases. To the knowledge of Reckson, either no non-monetary defaults exist under the Reckson Leases which, individually or in the aggregate, would have a Material Adverse Effect on CamberEffect. (d) The Reckson Real Property constitutes all of the fee, Camber leasehold and each Camber Subsidiary (a) have marketable other interests in real property, necessary for the conduct of, or otherwise material to, the business of Reckson and valid title to its Subsidiaries as it is currently conducted in all material respects. The use and operation of the real property reflected Reckson Real Property in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use conduct of the properties business of Reckson and its Subsidiaries does not violate any instrument of record or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect agreement affecting the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Reckson Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes orviolations that, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.4.1.13

Real Property. Attached as Schedule 3.9(a) is a Schedule of Real Property, which sets forth a complete and correct description of all real property owned or leased by the Minority Bank or in which the Minority Bank has an interest (other than as a mortgagee). Except as would not reasonably be expected set forth on Schedule 3.9(a), no real property or improvements are carried on the Minority Bank’s books and records as Other Real Estate Owned. The Minority Bank owns, or has a valid right to haveuse or a leasehold interest in, either individually or all real property used by it in the aggregateconduct of its business as such business is presently conducted. Except as otherwise set forth on Schedule 3.9(a), a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the ownership or leasehold interest of the Minority Bank in such real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or a Camber Subsidiary restrictions or acquired after the date thereof claims or charges of any kind (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the collectively, “Camber Owned PropertiesEncumbrances”), free and clear of all material Liensexcept for Minority Bank Permitted Encumbrances. As used in this Agreement, except “Minority Bank Permitted Encumbrances” shall mean (i) statutory Liens securing payments Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Minority Bank is not yet duedelinquent or in default, (ii) Liens for real property Taxes not yet delinquentcarriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) materialmen’s Encumbrances for taxes not yet due and payable or mechanic’s Liens that are being contested in good faith and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which proper reserves have been established and reflected on the Minority Bank Interim Balance Sheet, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances minor defects in title to real property that do not materially affect impair the value or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and thereof, (v) such imperfections or irregularities of title or Liens as do not materially affect zoning and similar restrictions on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)real property, and (bvi) are the lessee of all leasehold estates reflected in the latest audited financial statements included case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in such Camber SEC Reports or acquired after the date thereof (except good faith and for leases that have expired by their terms since the date thereof or which proper reserves have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, established and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default reflected on the part Minority Bank Interim Balance Sheet. All material certificates, licenses and permits required for the lawful use and occupancy of Camber or any Camber Subsidiary, or to real property by the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or Minority Bank have been obtained and are in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberfull force and effect.

Real Property. (a) For purposes of this Agreement, "Company Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by the Company in good faith, (ii) Liens arising or resulting from any action taken by any of the Buying Entities, (iii) matters that would be disclosed by an accurate survey or inspection of the Company Real Property, (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on the Company's title insurance policies and/or title commitments or reports which have been made available to the Buying Entities, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Company Real Property as it is presently used, (vii) Company Space Leases (as defined in Section 3.7(i) hereof) and (viii) matters set forth in Schedule 3.17(a) of the Company Disclosure Schedule and/or permitted pursuant to Sections 5.1(n), 5.1(r), 5.1(s) or 5.4 hereof. "Company Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which the Company or any of its Active Subsidiaries is the lessee, sublessee, licensee, user or occupant of Company Real Property, or interests therein. "Company Leased Real Property" means all interests in real property pursuant to the Company Leases. "Company Owned Real Property" means the real property owned in fee by the Company and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of the Company and its Subsidiaries as it is currently conducted. "Company Real Property" means the Company Owned Real Property and the Company Leased Real Property. (b) Schedule 3.17(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Real Property setting forth information sufficient to identify specifically such Company Owned Real Property and the legal owner thereof. The Company and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Company Owned Real Property, free and clear of any Liens other than Company Permitted Liens. Except as set forth in Schedule 3.17(b) of the Company Disclosure Schedule, there are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any material portion thereof or interest therein. (c) Schedule 3.17(c) of the Company Disclosure Schedule contains a complete and correct list of all Company Leased Real Property and the Company Leases. Except for such exceptions as would not, in the aggregate, have a Material Adverse Effect (i) each Company Lease is valid and binding upon the Company and its Subsidiaries and in full force and effect and grants the lessee under the Lease the exclusive right to use and occupy the premises and (ii) each of the Company and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Company Leases. To the knowledge of the Company, no non- monetary defaults exist under the Company Leases which, individually or in the aggregate, would have a Material Adverse Effect. (d) The Company Real Property constitutes all of the fee, leasehold and other interests in real property, necessary for the conduct of, or otherwise material to, the business of the Company and its Subsidiaries as it is currently conducted in all material respects, except for any fee, leasehold or other interest acquired or disposed of after the date hereof in accordance with Sections 5.1(r), 5.1(s) or 5.1(u) hereof or Section 5.4 hereof. The use and operation of the Company Real Property in the conduct of the business of the Company and its Subsidiaries does not violate any instrument of record or agreement affecting the Company Real Property, except for such violations that, individually or in the aggregate, would not reasonably be expected to havehave a Material Adverse Effect. (e) All Company Real Property currently under development or construction by the Company or a Subsidiary of the Company (the "Company Development Properties") and all properties currently proposed for acquisition, either development or commencement of construction by the Company or a Subsidiary of the Company (the "Company Future Development Properties") are listed as such in Schedule 3.17(e) of the Company Disclosure Schedule. All executory agreements entered into by the Company or any Subsidiary of the Company relating to the development or construction of commercial office or other real estate properties (other than agreements the value of which individually do not exceed $50,000.00 or are terminable on 30 days notice or less and which are for architectural, engineering, planning, accounting, legal or other professional services, or construction agreements for material or labor) are listed in Schedule 3.17(e) of the aggregateCompany Disclosure Schedule. Copies of such agreements, all of which have previously been delivered or made available to Buyer, are true and correct. To the knowledge of the Company, there are no material defaults existing under any of such agreements. (f) Valid policies of title insurance have been issued insuring the applicable Company's or its Subsidiary's fee simple title to the Company Owned Real Property owned by it, subject only to the Company Permitted Liens. To the knowledge of the Company, such policies are, at the date hereof, in full force and effect. To the knowledge of the Company, no claim has been made against any such policy. (g) Except as provided in Schedule 3.17(g) of the Company Disclosure Schedule, the Company and its Subsidiaries have no knowledge (i) that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Company Owned Real Property or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Owned Real Property or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Company Owned Real Property has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a Material Adverse Effect, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement having a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned issued by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentany Governmental Entity, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances of any structural defects relating to secure landlords, lessors or renters under leases or rental agreementsany Company Real Property which would have a Material Adverse Effect, (iv) Liensof any Company Owned Real Property whose building systems are not in working order so as to have a Material Adverse Effect, easementsor (v) of any physical damage to any Company Owned Real Property which would have a Material Adverse Effect for which there is no insurance in effect covering the cost of the restoration. (h) Neither the Company nor any of its Subsidiaries has received any written or published notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any Company Owned Real Property or (ii) any zoning, rights building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of wayany buildings or other improvements on any Company Owned Real Property or by the continued maintenance, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value operation or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (vparking areas. Except as set forth in Section 3.17(h) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties Company Disclosure Schedule, all work required to be performed, payments required to be made and actions required to be taken on any Company Owned Real Property prior to the date hereof pursuant to any agreement entered into with a governmental body or assets subject thereto authority in connection with a site approval, zoning reclassification or affected thereby other similar action relating to any Company Owned Real Property or otherwise materially impair business operations at such properties (collectivelyunder any Company Space Lease have been performed, “Permitted Encumbrances”)paid or taken, as the case may be, and (b) are the lessee Company and its Subsidiaries have no knowledge of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports any planned or acquired proposed work, payments or actions that may be required after the date thereof hereof. (except for leases that have expired by their terms since i) The rent roll set forth in Schedule 3.17(i) of the Company Disclosure Schedule (the "Company Rent Roll") lists each Company Space Lease (including the square footage of the leased premises (if set forth in the subject Company Space Lease)) in effect as of the date thereof hereof. "Company Space Lease" means each lease or other right of occupancy affecting or relating to a property in which the Company or its Subsidiaries (or an entity in which it directly or indirectly has an interest) is the landlord, either pursuant to the terms of a lease agreement or as successor to any prior landlord. The Company and its Subsidiaries have been terminated by Camber or a Camber Subsidiary) (such leasehold estatesmade available to the Buying Entities true, collectively with the Camber Owned Properties, the “Camber Real Property”, correct and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear complete copies of all material LiensCompany Space Leases, except for Permitted Encumbrances including all amendments, modifications, supplements, renewals, extensions and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party guarantees related thereto, as of or under any such lease, except where such breach or defaultthe date hereof. Except for discrepancies that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberEffect, all information set forth in the Company Rent Roll is true, correct and complete as of the date of this Agreement. There are To the knowledge of the Company, no pending ormaterial default exists by the Company or its Subsidiaries under any Company Space Lease. Except as set forth in Schedule 3.17(i) of the Company Disclosure Schedule, to the knowledge Company's knowledge, (x) all rental payments due under each Company Space Lease have been paid through the date hereof, (y) the Company has not received any prepayment of Camberrent for a period in excess of thirty (30) days and (z) no tenant is in material default, threatened condemnation and no condition or event exists which with the giving of notice or the passage of time, or both would constitute a material default by any tenant under any Company Space Lease. (j) The disposition of any of the Company Owned Real Property by the Company Operating Partnership does not require the approval of any of the limited partners of the Company Operating Partnership. (k) Except as set forth in Schedule 3.17(k) of the Company Disclosure Schedule, there are no ongoing tax certiorari proceedings against with respect to the Camber Company Owned Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.. SECTION 3.18

Real Property. Except as would not reasonably be expected to have(i) The Company, either individually the Operating Partnership or the Subsidiaries have fee simple title (or in the aggregatecase of ground leases, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (avalid leasehold interest) have marketable and valid title to all of the real property reflected properties described in the latest audited balance sheet included in Time of Sale Information as owned or leased by them and the Camber SEC Reports as being improvements (exclusive of improvements owned by Camber tenants or a Camber Subsidiary or acquired after the date thereof by landlords, if applicable) located thereon (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (collectively, the “Camber Owned Properties”), in each case, free and clear of all material Liensliens, encumbrances, claims, security interests, restrictions and defects, except (i) statutory Liens securing payments such as are disclosed in the Time of Sale Information or as an exception to the title insurance reports furnished by the Company to counsel for the Underwriters or do not yet duematerially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) Liens for real except as otherwise set forth in or described in the Time of Sale Information, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property Taxes not yet delinquentowned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) materialmen’s except as otherwise set forth in or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlordsdescribed in the Time of Sale Information, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use none of the properties Company, the Operating Partnership or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use any of the properties Subsidiaries has received from any governmental authority any written notice of any condemnation of or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are zoning change affecting the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Properties or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, part thereof which if consummated would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orEffect, to and none of the knowledge Company, the Operating Partnership or any of Camberthe Subsidiaries knows of any such condemnation or zoning change which is threatened and, threatened condemnation proceedings against the Camber Real Propertyin each case, except as which if consummated would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Time of Sale Information and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on Camberthe fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and all such policies of insurance are in full force and effect; (vi) except as otherwise described in the Time of Sale Information, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the Time of Sale Information or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property described in the Time of Sale Information.

Real Property. Except as would not reasonably be expected to have, either individually MainSource or in the aggregate, a Material Adverse Effect on Camber, Camber MainSource Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC MainSource Reports as being owned by Camber MainSource or a Camber MainSource Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber MainSource Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC MainSource Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “MainSource Leased Properties” and, collectively with the Camber MainSource Owned Properties, the “Camber MainSource Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse to MainSource’s knowledge, the lessor. Except as set forth on Section 3.19 of time or boththe MainSource Disclosure Schedule, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There there are no pending or, to the knowledge of CamberMainSource, threatened condemnation proceedings against the Camber MainSource Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Discover or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Discover Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Discover Reports as being owned by Camber Discover or a Camber Discover Subsidiary or acquired after the date thereof which are material to Discover’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Discover Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) landlords’, lessors’, merchants’, materialmen’s, warehousemen’s, carriers’, workers’ or repairmen’s Liens or similar Liens arising or incurred in the ordinary course of business and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Discover Reports or acquired after the date thereof which are material to Discover’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Discover Owned Properties, the “Camber Discover Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and, to the knowledge of Discover, each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberDiscover, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberDiscover, threatened condemnation proceedings against the Camber Discover Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary of the Company has defensible title to the material real property necessary for the material operations of the Company or any of its Subsidiaries owned by the Company or any Subsidiary (asuch real property owned in fee collectively, the “Company Owned Real Property”) have marketable and (ii) either the Company or a Subsidiary of the Company has a good and valid title leasehold interest in each material lease, sublease or other agreement under which the Company or any of its Subsidiaries leases, uses or occupies or otherwise has the right to use or occupy any material real property necessary for the material operations of the Company or any of its Subsidiaries (any property subject to such lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case as to Company Owned Real Property and Company Real Property Leases, free and clear of all Liens other than any Company Permitted Liens, and other than any conditions, encroachments, easements, Rights-of-Way, restrictions and other encumbrances that (x) do not materially adversely affect the Company’s use of the real property reflected in the latest audited balance sheet included in the Camber SEC Reports subject thereto (as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed used as of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) in the operation of its business or (the “Camber Owned Properties”), free and clear of all material Liens, except (iy) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “are Company Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, . Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect sufficient for the Company’s use of such Company Real Property Lease in accordance with its terms, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (subclauses (i) and (ii), the “Remedies Exceptions”), (B) the Company has received no written notice of uncured defaults of a material nature on Camberthe part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, existing under any Company Real Property Lease or any material restrictive covenants affecting the Company Owned Real Property, and (C) no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or material default under a Company Real Property Lease or any material restrictive covenants affecting the Company Owned Real Property.

Real Property. Except as would not reasonably be expected to have, either individually United or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber United Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC United Reports as being owned by Camber United or a Camber United Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber United Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet duedue (or being contested in good faith and for which adequate reserves have been established), (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC United Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “United Leased Properties” and, collectively with the Camber United Owned Properties, the “Camber United Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto United’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberUnited, threatened condemnation proceedings against the Camber United Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have(i) The Company, either individually the Operating Partnership or the Subsidiaries have fee simple title (or in the aggregatecase of ground leases, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (avalid leasehold interest) have marketable and valid title to all of the real property reflected properties described in the latest audited balance sheet included in Time of Sale Information as owned or leased by them and the Camber SEC Reports as being improvements (exclusive of improvements owned by Camber tenants or a Camber Subsidiary or acquired after the date thereof by landlords, if applicable) located thereon (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (collectively, the “Camber Owned Properties”), in each case, free and clear of all material Liensliens, encumbrances, claims, security interests, restrictions and defects, except (i) statutory Liens securing payments such as are disclosed in the Time of Sale Information or as an exception to the title insurance reports furnished by the Company to counsel for the Underwriters or do not yet duematerially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) Liens for real except as otherwise set forth in or described in the Time of Sale Information, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property Taxes not yet delinquentowned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) materialmen’s except as otherwise set forth in or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlordsdescribed in the Time of Sale Information, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use none of the properties Company, the Operating Partnership or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use any of the properties Subsidiaries has received from any governmental authority any written notice of any condemnation of or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are zoning change affecting the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Properties or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, part thereof which if consummated would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orEffect, to and none of the knowledge Company, the Operating Partnership or any of Camberthe Subsidiaries knows of any such condemnation or zoning change which is threatened and, threatened condemnation proceedings against the Camber Real Propertyin each case, except as which if consummated would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Time of Sale Information and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on Camberthe fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and all such policies of insurance are in full force and effect; (vi) except as otherwise described in the Time of Sale Information, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the Time of Sale Information or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property described in the Time of Sale Information.

Real Property. (a) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber either the Company or a Company Subsidiary (a) have marketable has good and valid title to all of the real property properties and assets reflected in the latest audited Company’s consolidated balance sheet as of September 30, 2015 included in the Camber Company SEC Reports as being owned by Camber Documents filed on or a Camber Subsidiary prior to the date hereof (collectively, with respect to real property, the “Company Owned Real Property”) or acquired after the date thereof that are material to the Company’s business, on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”business), free and clear of all material Liens, except other than any such Lien (i) statutory Liens securing payments for governmental assessments, charges, claims of payment or other Taxes not yet duedue and payable or being contested in good faith and for which adequate accruals or reserves have been established, (ii) Liens for real property Taxes not yet delinquentwhich is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (iii) materialmenwhich is disclosed on the Company’s consolidated balance sheet (or mechanic’s Liens and statutory the notes thereto) as of September 30, 2015 included in the Company SEC Documents filed on or common law Liens prior to the date hereof or encumbrances to secure landlords, lessors or renters under leases or rental agreementssecuring liabilities reflected on such balance sheet, (iv) Lienswhich was incurred in the ordinary course of business since September 30, easements2015, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used or (vi) in the case of any Company Joint Venture, imposed by its organizational documents or joint venture Contract (any such Lien described in any of clauses (i) through (vi), a Material Adverse Effect on Camber“Company Permitted Lien”). There are no pending orAs of the date hereof, neither the Company nor any Company Subsidiary has received notice of any pending, and to the knowledge of Camberthe Company there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Company Owned Real Property, except as proceedings which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberGWB, Camber and each Camber GWB or a GWB Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC GWB Reports as being owned by Camber GWB or a Camber GWB Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber GWB Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties or the free transferability of such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC GWB Reports or acquired after the date thereof which are material to GWB’s business (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber GWB Owned Properties, the “Camber GWB Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberGWB, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberGWB, threatened condemnation proceedings against the Camber GWB Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable Section 4.8(a) of the Seller Disclosure Schedule identifies a complete, accurate and valid title to current list, including the address or other description, and the identity of the holder of title, for all the real property reflected in which the latest audited balance sheet included in the Camber SEC Reports Company currently holds a direct or indirect ownership interest, of which there is currently none as being owned by Camber or a Camber Subsidiary or acquired after of the date thereof (except properties sold hereof, and all real property in which the Company may own a direct or otherwise disposed indirect ownership interest as of since immediately prior to the date thereof in Closing, pursuant to the ordinary course provisions of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date Section 6.23 of this Agreement) Agreement (collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, including without limitation the Water Rights, the “Camber Owned PropertiesReal Property”). Except as set forth on Section 4.8(a) of the Seller Disclosure Schedule, free and clear with respect to each parcel of all material Liens, except the Owned Real Property: (i) statutory Liens securing payments not yet due, the Company has or will have at Closing good and marketable indefeasible fee simple title to the Owned Real Property except for the Permitted Exceptions; (ii) Liens except for real property Taxes not yet delinquentthe Permitted Exceptions, the Company has neither leased nor otherwise granted to any Person the right to use or occupy the Owned Real Property or any portion thereof except for licensing of hotel rooms in the Ordinary Course of Business; (iii) materialmen’s there are no outstanding options, rights of first offer, rights of reverter, or mechanic’s Liens rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights the Company is not a party to any Contract for the purchase or sale of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect any interest in the value Owned Real Property. The Company is or use will be at Closing in lawful possession of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would notsubject only to Permitted Exceptions and those matters described in Section 4.8(a) of the Seller Disclosure Schedule, individually and the Company is not a party to any Contract to purchase any real property or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberinterest therein.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber the Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) non-exclusive licenses granted with respect to Intellectual Property Rights in the ordinary course of business, (v) Liens required under the definitive agreements for a party’s indebtedness as in effect on the date hereof, (vi) Liens expressly permitted under this Agreement and (vvii) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party theretothe lessor. There are no pending, or, to the knowledge of or under any such leasethe Company, threatened, condemnation proceedings against the Company Real Property, except where such breach or defaultas would not reasonably be likely, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany.

Real Property. Except as would not reasonably be expected to have, either individually TCG or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber TCG Subsidiary (a) have marketable and valid has good title to all the real property reflected in the latest audited balance sheet included in the Camber SEC TCG Reports as being owned by Camber TCG or a Camber TCG Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber "TCG Owned Properties”"), free and clear of all material Liens, except (i) as noted in the latest balance sheet included in the TCG Reports, (ii) statutory Liens securing payments not yet due, (iiiii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s due and payable or mechanic’s Liens being contested in good faith by appropriate proceedings and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which appropriate reserves have been established and reflected in the TCG Reports, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “"Permitted Encumbrances”"), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCG Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe "TCG Leased Properties" and, collectively with the Camber TCG Owned Properties, the “Camber "TCG Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”"), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto TCG's knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberTCG, threatened condemnation proceedings against the Camber TCG Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually NewBridge or in the aggregate, a Material Adverse Effect on Camber, Camber NewBridge Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC NewBridge Reports as being owned by Camber NewBridge or a Camber NewBridge Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber NewBridge Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC NewBridge Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “NewBridge Leased Properties” and, collectively with the Camber NewBridge Owned Properties, the “Camber NewBridge Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto NewBridge’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberNewBridge, threatened condemnation proceedings against the Camber NewBridge Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havedescribed in Section 3.12 of the Disclosure Schedule, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being parcel of Real Property is owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed Sellers of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), record free and clear of all material Liens, except Encumbrances other than: (ia) statutory Liens securing payments liens for Taxes and assessments not yet duepayable; (b) liens for Taxes, assessments and charges and other claims, the validity of which are being contested in good faith in accordance with the requirements of applicable law and which are disclosed in Schedule 3.12; (iic) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensimperfections of title, easements, rights of wayliens, covenantssecurity interests, conditions, restrictions claims and other similar encumbrances that do not materially affect charges and Encumbrances the value or use existence of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, be reasonably likely to interfere with the current occupancy and use of the Real Property; (d) mechanic’s and materialmen’s liens for construction or alterations in progress arising in the ordinary course of business for sums not yet due and payable; and (e) statutory liens of landlords and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the ordinary course of business for sums not yet due and payable (collectively, the “Permitted Liens”). As of the Closing Date, the Real Property will be expected free and clear of any Encumbrances other than Permitted Liens. At the time of the Closing, the Real Property shall be: (i) in the same condition as on the date of this Agreement, reasonable use and wear thereof excepted; (ii) in compliance in all material respects with all applicable federal, state and local statutes, ordinances, bylaws, codes, rules and regulations; (iii) free of all unused inventory, equipment, or any other items of personal property not included in the Transferred Assets; and (iv) to have a Material Adverse Effect the Knowledge of the Sellers, not in violation of any restrictive covenant, agreement or other instrument of record affecting the Real Property. The premises covered by the leases described in Section 3.08(d) are: (i) free of any Encumbrances created by the Sellers other than the Permitted Liens, (ii) in the same condition as on Camberthe date of this Agreement, reasonable use and wear thereof excepted; (iii) in compliance in all material respects with all applicable federal, state and local statutes, ordinances, bylaws, codes, rules and regulations; and (iv) free of all unused inventory, equipment, or any other items of personal property not included in the Transferred Assets. The Sellers are current in all payments due under such leases and are in compliance with the material terms thereof.

Real Property. Except as would not reasonably be expected to have, either individually Xxxxxx Valley or in the aggregate, a Material Adverse Effect on Camber, Camber Xxxxxx Valley Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Xxxxxx Valley Reports as being owned by Camber Xxxxxx Valley or a Camber Xxxxxx Valley Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Xxxxxx Valley Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Xxxxxx Valley Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Xxxxxx Valley Leased Properties” and, collectively with the Camber Xxxxxx Valley Owned Properties, the “Camber Xxxxxx Valley Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Xxxxxx Valley’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberXxxxxx Valley, threatened condemnation proceedings against the Camber Xxxxxx Valley Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber the Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company SEC Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((i)-(iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Parent a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberPACW, Camber and each Camber Subsidiary (a) have PACW or a PACW Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC PACW Reports as being owned by Camber PACW or a Camber PACW Subsidiary or acquired after the date thereof which are material to PACW and its Subsidiaries on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber PACW Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC PACW Reports or acquired established after the date thereof which are material to PACW and its Subsidiaries on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber PACW Owned Properties, the “Camber PACW Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberPACW, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberPACW, threatened condemnation proceedings against the Camber PACW Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually The Company or a Company Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or defaultthe lessor. Except as would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There the Company, there are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary the Company or one of its Subsidiaries, as applicable, (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except for (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) non-exclusive licenses granted with respect to Intellectual Property Rights in the ordinary course of business, (v) Liens required under the definitive agreements for a party’s indebtedness as in effect on the date hereof, (vi) Liens expressly permitted under this Agreement and (vvii) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party theretothe lessor. There are no pending, or, to the knowledge of or under any such leasethe Company, threatened, condemnation proceedings against the Company Real Property, except where such breach or defaultas would not reasonably be likely, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberXxxxxxx, Camber and each Camber Subsidiary (a) have Xxxxxxx or a Xxxxxxx Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Xxxxxxx Reports as being owned by Camber Xxxxxxx or a Camber Xxxxxxx Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Xxxxxxx Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Xxxxxxx Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Xxxxxxx Owned Properties, the “Camber Xxxxxxx Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberXxxxxxx, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberXxxxxxx, threatened condemnation proceedings against the Camber Xxxxxxx Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveset forth on Section 3.19 of the HopFed Disclosure Schedule, either individually HopFed or a HopFed Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property (including, without limitation, all real property used as bank premises and all other real estate owned (“OREO”)) reflected in Section 3.19 of the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary HopFed Disclosure Schedule or acquired after the date thereof hereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber HopFed Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in Section 3.19 of the latest audited financial statements included in such Camber SEC Reports HopFed Disclosure Schedule or acquired after the date thereof hereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “HopFed Leased Properties” and, collectively with the Camber HopFed Owned Properties, the “Camber HopFed Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto HopFed’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberHopFed, threatened condemnation proceedings against the Camber HopFed Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Bemis or any Bemis Subsidiary (such property collectively, the “Bemis Owned Real Property”), except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Bemis Material Adverse Effect on CamberEffect, Camber either Bemis or a Bemis Subsidiary has good and each Camber Subsidiary (a) have marketable and valid fee simple title to such Bemis Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable (or that may thereafter be paid without penalty) or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the real property reflected in consolidated financial statements of Bemis and the latest audited balance sheet Bemis Subsidiaries included in the Camber Bemis SEC Reports as being owned by Camber Documents, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof other similar Lien arising in the ordinary course of business and/or sales or dispositions described for amounts which are not overdue for a period of more than 90 days and for which adequate reserves have been established in subsequent Camber accordance with GAAP on the consolidated financial statements of Bemis and the Bemis Subsidiaries included in the Bemis SEC Reports through Documents, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet of Bemis included in the Bemis SEC Documents filed with the SEC prior to the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens Agreement or notes thereto or securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsIndebtedness reflected on such balance sheet, (iv) Liens, easements, rights which was incurred in the ordinary course of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect business since the value or use date of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and most recent consolidated balance sheet of Bemis included in the Bemis SEC Documents filed with the SEC prior to the date of this Agreement (v) that is an easement, covenant, condition or restriction of record as to which no material violation or encroachment exists or, if such imperfections violation or irregularities encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; (vi) that is a zoning or other governmentally established Lien as to which no material violation exists or, if such violation exists, as to which the cure of such violation would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; (vii) that is a railroad trackage agreement, utility, slope or drainage easement, right-of-way easement or lease regarding any sign as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; or (viii) that is an imperfection of title or Liens as do license, if any, that does not materially affect impair the value use or use operation of any asset to which it relates in the conduct of the properties business of Bemis or assets subject thereto or affected thereby or otherwise materially impair business operations at any of the Bemis Subsidiaries; (ix) set forth in Section 3.15(a) of the Bemis Disclosure Letter (any such properties Lien described in any of clauses (collectivelyi) through (ix), a “Bemis Permitted EncumbrancesLien”). Neither Bemis nor any of the Bemis Subsidiaries has received notice of any pending, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberBemis there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseBemis Owned Real Property, except where such breach or defaultproceedings which have not had, either individually or in the aggregate, and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, a Bemis Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Bemis Owned Real Property or any portion thereof or interest therein, except as have not had, and would not reasonably be expected to have have, individually or in the aggregate, a Bemis Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber Company or a Camber Company Subsidiary or acquired after the date thereof which are material to Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof which are material to Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a an Ironman Material Adverse Effect on CamberEffect, Camber Ironman and each Camber Subsidiary the Ironman Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Ironman SEC Reports Documents as being owned by Camber Ironman or a Camber an Ironman Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Ironman Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Permitted Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), ; and (b) are the lessee of all have valid leasehold estates in all material real property leased, subleased, licensed or otherwise occupied by Ironman or the Ironman Subsidiaries as reflected in the latest audited financial statements included in such Camber Ironman SEC Reports Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Ironman or a Camber its Subsidiary) (such leasehold estates, collectively with the Camber Ironman Owned Properties, the “Camber Ironman Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid Liens, and no event or condition exists which constitutes or, after notice or lapse of time or both, will would reasonably be expected to constitute, a material breach or default on the part of Camber Ironman or any Camber Subsidiaryof the Ironman Subsidiaries, or to the knowledge of CamberIronman, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a an Ironman Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of CamberIronman, threatened condemnation proceedings against the Camber Ironman Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a an Ironman Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of CamberXxxxxx, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Jefferson or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Jefferson Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest most recent audited balance sheet included in the Camber SEC Jefferson Reports as being owned by Camber Jefferson or a Camber Jefferson Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Jefferson Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest most recent audited financial statements included in such Camber SEC Jefferson Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Jefferson Leased Properties” and, collectively with the Camber Jefferson Owned Properties, the “Camber Jefferson Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Jefferson’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberJefferson, threatened condemnation proceedings against the Camber any Jefferson Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (i) Except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber the Company and each Camber Subsidiary (a) its Subsidiaries have good, valid and marketable and valid title to all the real property reflected owned in fee by the Company and its Subsidiaries (the “Owned Real Property”), or a valid and subsisting leasehold interest or other applicable estates in any real property leased, subleased, licensed or otherwise held for use by the Company or any of its Subsidiaries (such property, including, for the avoidance of doubt, all consents, rights-of-way, easements and other similar rights to use or occupy real property, collectively, the “Leased Real Property”), including good, valid and marketable title to all Owned Real Property and a valid and subsisting leasehold or comparable interest in all Leased Real Property disclosed in the latest audited balance sheet included in Company’s Annual Report on Form 10-K for the Camber year ended September 30, 2016 filed with the SEC Reports as being owned or leased by Camber or a Camber Subsidiary the Company and its Subsidiaries or acquired after the date thereof (except properties other than real property sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”thereof), in each case free and clear of all material LiensEncumbrances (other than Permitted Encumbrances). All of the leases, except (i) statutory Liens securing payments not yet duesubleases, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions easements and other similar encumbrances that do not materially affect agreements under which the value Company or any of its Subsidiaries uses or occupies, or has the right to use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties occupy any Leased Real Property (collectively, the “Permitted EncumbrancesLeases”), and (b) are valid, binding and in full force and effect and neither the lessee Company nor any of all leasehold estates reflected its Subsidiaries (nor, to the Company’s knowledge, any third party) is in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear breach of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such leaseLease, except where such breach or default, either individually or in the aggregate, each case as has not had and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), ” free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually AMNB or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber AMNB Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber AMNB SEC Reports as being owned by Camber AMNB or a Camber AMNB Subsidiary or acquired after the date thereof which are material to AMNB’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this AgreementOrdinary Course) (the “Camber AMNB Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted EncumbrancesLiens”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber AMNB SEC Reports or acquired after the date thereof which are material to AMNB’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber AMNB Owned Properties, the “Camber AMNB Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Liens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or without default on thereunder by the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending lessee or, to the knowledge of CamberAMNB, the lessor. There are no pending or threatened condemnation proceedings against the Camber AMNB Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberFirstMerit, Camber and each Camber FirstMerit or a FirstMerit Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC FirstMerit Reports as being owned by Camber FirstMerit or a Camber FirstMerit Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described and (y) properties categorized as “other real estate owned” in subsequent Camber SEC Reports through the date of this Agreementsuch balance sheet) (the “Camber FirstMerit Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC FirstMerit Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “FirstMerit Leased Properties” and, collectively with the Camber FirstMerit Owned Properties, the “Camber FirstMerit Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberFirstMerit, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no material pending or, to the knowledge of CamberFirstMerit, threatened condemnation proceedings against the Camber any FirstMerit Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually The Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company SEC Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Company’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber Company Real Property. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, except as would notleases any Company Leased Property is valid and in full force and effect and neither the Company nor any of its Subsidiaries, individually nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. To the aggregateknowledge of the Company, reasonably be expected to have a Material Adverse Effect none of the buildings, structures or other improvements located on Camberany Company Real Property encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberAnchor, Camber and each Camber Anchor or a Anchor Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Anchor SEC Reports as being owned by Camber Anchor or a Camber Anchor Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Anchor Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Anchor SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Anchor Leased Properties” and, collectively with the Camber Anchor Owned Properties, the “Camber Anchor Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Anchor’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberAnchor, threatened condemnation proceedings against the Camber Anchor Real Property. All real property, except as would notmachinery, individually equipment, furniture and fixtures owned or leased by Anchor or its Subsidiaries that is material to their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberordinary condition of business.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberTCF, Camber and each Camber Subsidiary (a) have TCF or a TCF Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC TCF Reports as being owned by Camber TCF or a Camber TCF Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber TCF Owned Properties”), ) free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber TCF Owned Properties, the “Camber TCF Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto TCF’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberTCF, threatened condemnation proceedings against the Camber TCF Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to Schedule 5.10(a) sets forth a complete list of (i) all the material real property reflected and interests in real property relating to or used in connection with the latest audited balance sheet included in the Camber SEC Reports as being Business that are owned by Camber Seller, the Selling Affiliate or a Camber Subsidiary or acquired after the date thereof Company (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (individually, an “Owned Property” and, collectively, the “Camber Owned Properties”), and (ii) all leases of real property relating to or used in connection with the Business to which Seller, the Selling Affiliate or the Company is a party involving annual payments in excess of US$500,000 or which are otherwise material to the Business (including, for the avoidance of doubt, any leases in respect of offsite storage facilities currently used in connection with the Business) (individually, a “Real Property Lease” and, collectively, the “Real Property Leases” and, together with the Owned Properties, referred to herein individually as a “Seller Property” and collectively as the “Seller Properties”). The Seller Properties comprise all of the real property used in connection with the operation of the Business. With respect to each Owned Property, (i) Seller, the Company or the Selling Affiliate has good and indefeasible fee simple title to such Owned Property, free and clear of all material Liens of any nature whatsoever other than Permitted Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentexcept as set forth on Schedule 5.10(a), none of the Seller, the Company or the Selling Affiliate has leased or otherwise granted to any Person the right to use or occupy such Owned Property or any portion thereof and (iii) materialmen’s other than the rights of Purchaser pursuant to this Agreement, none of the Seller, the Selling Affiliate or mechanic’s Liens the Company has granted any, and statutory or common law Liens or encumbrances to secure landlordsthe Knowledge of Seller there are no, lessors or renters under leases or rental agreements, (iv) Liens, easementsoutstanding options, rights of wayfirst offer or rights of first refusal to purchase such Owned Property or any portion thereof or interest therein. To the Knowledge of Seller, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use none of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned PropertiesSeller, the “Camber Real Property”, and Company or the Selling Affiliate has received any leases written notice of any default or event that with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time time, or both, will constitutewould constitute a default by Seller, a material breach the Company or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or Selling Affiliate under any such leaseof the Real Property Leases, except where such breach which default or default, either individually or in the aggregate, would event has not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberbeen cured.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberTCF, Camber and each Camber TCF or a TCF Subsidiary (a) have has good and marketable and valid title to all of the real property reflected in the latest audited balance sheet included in the Camber SEC TCF Reports as being owned by Camber TCF or a Camber TCF Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber TCF Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber TCF Owned Properties, the “Camber TCF Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberTCF, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no material pending or, to the knowledge of CamberTCF, threatened condemnation proceedings against the Camber any TCF Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havedisclosed in Section 3.19 of the Company Disclosure Schedule, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber Company and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber any such Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (i) With respect to the real property owned by Warner Chilcott or any Subsidiary as of the date hereof (such property collectively, the “Warner Chilcott Owned Real Property”), except as would not reasonably be expected to have, either individually or in the aggregate, a Warner Chilcott Material Adverse Effect on CamberEffect, Camber and each Camber either Warner Chilcott or a Subsidiary (a) have marketable of Warner Chilcott has good and valid title to such Warner Chilcott Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet included in the Camber SEC Reports as being owned by Camber of Warner Chilcott or a Camber Subsidiary notes thereto or acquired after the date thereof securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreementthe most recent consolidated balance sheet of Warner Chilcott or (E) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of sub- clauses (A) through (E), a Material Adverse Effect on Camber“Warner Chilcott Permitted Lien”). There are no pending orAs of the date hereof, neither Warner Chilcott nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberWarner Chilcott there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Warner Chilcott Owned Real Property, except as proceedings which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Warner Chilcott Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except Property that are material to the Company and its Subsidiaries taken as would not, individually or in a whole. The company has previously made available to Parent a complete list of all Company Real Property as of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually SunTrust or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber SunTrust Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC SunTrust Reports as being owned by Camber SunTrust or a Camber SunTrust Subsidiary or acquired after the date thereof which are material to SunTrust’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber SunTrust Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC SunTrust Reports or acquired after the date thereof which are material to SunTrust’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber SunTrust Owned Properties, the “Camber SunTrust Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberSunTrust, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSunTrust, threatened condemnation proceedings against the Camber SunTrust Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberWxxxxxx, Camber and each Camber Subsidiary (a) have Wxxxxxx or a Wxxxxxx Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Wxxxxxx Reports as being owned by Camber Wxxxxxx or a Camber Wxxxxxx Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Wxxxxxx Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Wxxxxxx Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Wxxxxxx Owned Properties, the “Camber Wxxxxxx Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberWxxxxxx, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberWxxxxxx, threatened condemnation proceedings against the Camber Wxxxxxx Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Cyclone or any Cyclone Subsidiary at which the material operations of Cyclone and the Cyclone Subsidiaries are conducted as of the date hereof (such property collectively, the "Cyclone Owned Real Property"), except as would not reasonably be expected to have, either individually or in the aggregate, a Cyclone Material Adverse Effect on CamberEffect, Camber and each Camber either Cyclone or a Cyclone Subsidiary (a) have marketable has good and valid title to such Cyclone Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar Lien arising in the latest audited ordinary course of business, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet included in the Camber SEC Reports as being owned by Camber of Cyclone or a Camber Subsidiary notes thereto or acquired after the date thereof securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof iv) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear most recent consolidated balance sheet of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s Cyclone or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or other than any Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except securing indebtedness for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber borrowed money or any Camber Subsidiaryfinancial guaranty thereof, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, which would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), a Material Adverse Effect on Camber"Cyclone Permitted Lien"). There are no pending orAs of the date hereof, neither Cyclone nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberCyclone there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Cyclone Owned Real Property, except as proceedings which would notnot reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Cyclone Owned Real Property or any portion thereof or interest therein, except as would not reasonably be expected to have have, individually or in the aggregate, a Cyclone Material Adverse Effect on CamberEffect.

Real Property. Except (i) With respect to the real property owned by Covidien or any Subsidiary (such property collectively, the “Covidien Owned Real Property”), except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Covidien Material Adverse Effect on CamberEffect, Camber and each Camber either Covidien or a Subsidiary (a) have marketable of Covidien has good and valid title to such Covidien Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on Covidien’s consolidated balance sheet (or the notes thereto) as of March 28, 2014 included in the Camber Covidien SEC Reports as being owned by Camber Documents filed on or a Camber Subsidiary or acquired after prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales since March 28, 2014 or dispositions described in subsequent Camber SEC Reports through the date of this Agreement(E) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of subclauses (A) through (E), a Material Adverse Effect on Camber“Covidien Permitted Lien”). There are no pending orAs of the date hereof, neither Covidien nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberCovidien there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Covidien Owned Real Property, except as proceedings which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Covidien Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberFirst Midwest, Camber and each Camber Subsidiary (a) have First Midwest or a First Midwest Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC First Midwest Reports as being owned by Camber First Midwest or a Camber First Midwest Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber First Midwest Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC First Midwest Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber First Midwest Owned Properties, the “Camber First Midwest Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberFirst Midwest, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberFirst Midwest, threatened condemnation proceedings against the Camber First Midwest Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Trident Material Adverse Effect on CamberEffect, Camber Trident and each Camber Subsidiary the Trident Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Trident SEC Reports Documents as being owned by Camber Trident or a Camber Trident Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Trident Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Permitted Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), ; and (b) are the lessee of all have valid leasehold estates in all material real property leased, subleased, licensed or otherwise occupied by Trident or the Trident Subsidiaries as reflected in the latest audited financial statements included in such Camber Trident SEC Reports Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Trident or a Camber its Subsidiary) (such leasehold estates, collectively with the Camber Trident Owned Properties, the “Camber Trident Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid Liens, and no event or condition exists which constitutes or, after notice or lapse of time or both, will would reasonably be expected to constitute, a material breach or default on the part of Camber Trident or any Camber Subsidiaryof the Trident Subsidiaries, or to the knowledge of CamberTrident, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Trident Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of CamberTrident, threatened condemnation proceedings against the Camber Trident Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Trident Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually Schedule 2.9(a) sets forth a complete and correct description of all real property owned or leased by the Company or a Company Subsidiary or in which the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber Company or a Camber Company Subsidiary or acquired after the date thereof has an interest (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementother than as a mortgagee) (the “Camber Owned PropertiesReal Property”). No real property or improvements are carried on the Bank’s or any Company Subsidiary’s books and records as Other Real Estate Owned. The Company and the Company Subsidiaries own, or have a valid right to use or a leasehold interest in, all Real Property used by them in the conduct of their respective businesses as such businesses are presently conducted. The ownership or leasehold interest of the Company or the Company Subsidiaries in such Real Property is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or restrictions or claims or charges of any kind (collectively, “Encumbrances”), free and clear of all material Liensexcept for Permitted Encumbrances. As used in this Agreement, except “Permitted Encumbrances” shall mean (i) statutory Liens securing payments Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Company or a Company Subsidiary is not yet duedelinquent or in default, (ii) Liens for real property Taxes not yet delinquentcarriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) materialmen’s Encumbrances for taxes not yet due and payable or mechanic’s Liens that are being contested in good faith and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which proper reserves have been established and reflected on the Company Financial Statements, (iv) Liens, minor exceptions or defects in title to real property or recorded easements, rights of way, covenantsbuilding or use restrictions, conditions, restrictions and other similar encumbrances covenants or conditions that in each case do not materially affect impair the value or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and thereof, (v) such imperfections or irregularities of title or Liens as do not materially affect zoning and similar restrictions on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)real property, and (bvi) in the case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in good faith and for which proper reserves have been established and reflected on the Company Financial Statements. All material Licenses required for the lawful use and occupancy of any real property by the Company and the Company Subsidiaries, as the case may be, have been obtained and are in full force and effect. Except as disclosed on Schedule 2.9(a), neither the Company nor a Company Subsidiary is the lessor or lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberreal property.

Real Property. Except as would not reasonably be expected to have, either individually First Financial or a First Financial Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property (including, without limitation, all real property used as bank premises and all other real estate owned (“OREO”)) reflected in Section 4.18 of the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary First Financial Disclosure Schedule or acquired after the date thereof hereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber First Financial Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in Section 4.18 of the latest audited financial statements included in such Camber SEC Reports First Financial Disclosure Schedule or acquired after the date thereof hereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “First Financial Leased Properties” and, collectively with the Camber First Financial Owned Properties, the “Camber First Financial Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto First Financial’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberFirst Financial, threatened condemnation proceedings against the Camber First Financial Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberAtlantic Capital, Camber and each Camber Atlantic Capital or an Atlantic Capital Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Atlantic Capital Reports as being owned by Camber Atlantic Capital or a Camber an Atlantic Capital Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Atlantic Capital Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Atlantic Capital Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Atlantic Capital Owned Properties, the “Camber Atlantic Capital Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberAtlantic Capital, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberAtlantic Capital, threatened condemnation proceedings against the Camber Atlantic Capital Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on CamberMidSouth, Camber and each Camber MidSouth or a MidSouth Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC MidSouth Reports as being owned by Camber MidSouth or a Camber MidSouth Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described (y) properties categorized as “other real estate owned” in subsequent Camber SEC Reports through the date of this Agreementsuch balance sheet) (the “Camber MidSouth Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC MidSouth Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “MidSouth Leased Properties” and, collectively with the Camber MidSouth Owned Properties, the “Camber MidSouth Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and each such lease is valid in possession of the properties purported to be leased thereunder, and MidSouth has received no event or condition exists which constitutes notice of any material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberMidSouth, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberMidSouth, threatened condemnation proceedings against the Camber any MidSouth Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by the Company or any Subsidiary (such property collectively, the “Company Owned Real Property”), except as is not having or would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to such Company Owned Real Property, free and clear of all the real property reflected Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Camber Company SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after Documents filed prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use such recent consolidated balance sheet of the properties Company or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (vE) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of a Material Adverse Effect on Camber. There Company Owned Real Property or a Company Leased Real Property as currently operated (each of the foregoing, a “Company Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the Company Owned Real Property by the Company for residential home building), (ii) there are no pending orreversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company for residential home building of the Company Owned Real Property affected thereby and (iii) neither the Company nor its Subsidiaries have collaterally assigned or granted a security interest in the Company Owned Real Property except for Company Permitted Liens. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Camber, the Company there is no pending or threatened condemnation proceedings against the Camber or eminent domain proceeding with respect to any Company Owned Real Property, except as proceedings which are not having or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber "Company Owned Properties”"), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “"Permitted Encumbrances”"), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber "Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”"), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberUmpqua, Camber and each Camber Subsidiary (a) have Umpqua or an Umpqua Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Umpqua Reports as being owned by Camber Umpqua or a Camber an Umpqua Subsidiary or acquired after the date thereof which are material to Umpqua on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Umpqua Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Umpqua Reports or acquired after the date thereof which are material to Umpqua on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Umpqua Owned Properties, the “Camber Umpqua Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberUmpqua, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberUmpqua, threatened condemnation proceedings against the Camber Umpqua Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CamberCBTX, Camber and each Camber CBTX or a CBTX Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CBTX Reports as being owned by Camber CBTX or a Camber CBTX Subsidiary or acquired after the date thereof which are material to CBTX on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CBTX Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, ; (ii) Liens for real property or ad valorem Taxes not yet delinquent, due and payable; (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties; and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv) collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CBTX Reports or acquired after the date thereof which are material to CBTX on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CBTX Owned Properties, the “Camber CBTX Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCBTX, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCBTX, threatened condemnation proceedings against the Camber CBTX Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Hurricane or any Hurricane Subsidiary at which the material operations of Hurricane and the Hurricane Subsidiaries are conducted as of the date hereof (such property collectively, the "Hurricane Owned Real Property"), except as would not reasonably be expected to have, either individually or in the aggregate, a Hurricane Material Adverse Effect on CamberEffect, Camber and each Camber either Hurricane or a Hurricane Subsidiary (a) have marketable has good and valid title to such Hurricane Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar Lien arising in the latest audited ordinary course of business, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet included in the Camber SEC Reports as being owned by Camber of Hurricane or a Camber Subsidiary notes thereto or acquired after the date thereof securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof iv) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear most recent consolidated balance sheet of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s Hurricane or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or other than any Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except securing indebtedness for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber borrowed money or any Camber Subsidiaryfinancial guaranty thereof, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, which would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), a Material Adverse Effect on Camber"Hurricane Permitted Lien"). There are no pending orAs of the date hereof, neither Hurricane nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberHurricane there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Hurricane Owned Real Property, except as proceedings which would notnot reasonably be expected to have, individually or in the aggregate, a Hurricane Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Hurricane Owned Real Property or any portion thereof or interest therein, except as would not reasonably be expected to have have, individually or in the aggregate, a Hurricane Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberSusquehanna, Camber and each Camber Susquehanna or a Susquehanna Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Susquehanna SEC Reports as being owned by Camber Susquehanna or a Camber Susquehanna Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Susquehanna Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Susquehanna SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Susquehanna Leased Properties” and, collectively with the Camber Susquehanna Owned Properties, the “Camber Susquehanna Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Susquehanna’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSusquehanna, threatened condemnation proceedings against the Camber Susquehanna Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberIBKC, Camber and each Camber IBKC or an IBKC Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC IBKC Reports as being owned by Camber IBKC or a Camber an IBKC Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber IBKC Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC IBKC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber IBKC Owned Properties, the “Camber IBKC Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberIBKC, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberIBKC, threatened condemnation proceedings against the Camber IBKC Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on Camberwith respect to Company, Camber and each Camber Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber Company or a Camber Company Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described and (y) properties categorized as “other real estate owned” in subsequent Camber SEC Reports through the date of this Agreementsuch balance sheet) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no material pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber any Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Anaconda or any Anaconda Subsidiary (such property collectively, the “Anaconda Owned Real Property”), except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a an Anaconda Material Adverse Effect on CamberEffect, Camber either Anaconda or an Anaconda Subsidiary has good and each Camber Subsidiary (a) have marketable and valid fee simple title to such Anaconda Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable (or that may thereafter be paid without penalty) or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with IFRS on the real property reflected in consolidated financial statements of Anaconda and the latest audited balance sheet Anaconda Subsidiaries included in the Camber SEC Reports as being owned by Camber Anaconda Disclosure Documents; (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof other similar Lien arising in the ordinary course of business and/or sales for amounts which are not overdue for a period of more than 90 days and for which adequate reserves have been established in accordance with IFRS on the consolidated financial statements of Anaconda and the Anaconda Subsidiaries included in the Anaconda Disclosure Documents; (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet of Anaconda included in the Anaconda Disclosure Documents filed with ASIC prior to the date of this Agreement or dispositions described notes thereto or securing Indebtedness reflected on such balance sheet; (iv) which was incurred in subsequent Camber SEC Reports through the ordinary course of business since the date of the most recent consolidated balance sheet of Anaconda included in the Anaconda Disclosure Documents filed with ASIC prior to the date of this Agreement; (v) that is an easement, covenant, condition or restriction of record or Lien as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Anaconda or any of the Anaconda Subsidiaries; (vi) that is a zoning or other governmentally established Lien as to which no material violation exists or, if such violation exists, as to which the “Camber Owned Properties”)cure of such violation would not materially interfere with the conduct of the business of Anaconda or any of the Anaconda Subsidiaries; (vii) that is a railroad trackage agreement, free and clear utility, slope or drainage easement, right-of-way easement or lease regarding any sign as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of all material Lienssuch violation or encroachment would not materially interfere with the conduct of the business of Anaconda or any of the Anaconda Subsidiaries; (viii) that is an imperfection of title or license, except if any, that does not materially impair the use or operation of any real property to which it relates in the conduct of the business of Anaconda or any of the Anaconda Subsidiaries; (ix) affecting the underlying fee interest of any Anaconda Leased Real Property; or (x) set forth in Section 4.15(a) of the Anaconda Disclosure Letter (any such Lien described in any of clauses (i) statutory Liens securing payments not yet duethrough (x), (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use a “Anaconda Permitted Lien”). Neither Anaconda nor any of the properties Anaconda Subsidiaries has received notice of any current or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)pending, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberAnaconda there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseAnaconda Owned Real Property, except where such breach or defaultproceedings which have not had, either individually or in the aggregate, and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, an Anaconda Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Anaconda Owned Real Property or any portion thereof or interest therein, except as have not had, and would not reasonably be expected to have a have, individually or in the aggregate, an Anaconda Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveSchedule 2.10(a) sets forth a complete and correct description of all real property owned by the Company, either individually the Bank or the Bank Subsidiary or in which the aggregateCompany, the Bank or the Bank Subsidiary has an interest (other than as a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementmortgagee) (the “Camber Owned PropertiesReal Property”). Except as set forth on Schedule 2.10(a), no real property or improvements are carried on the Company’s, the Bank’s or the Bank Subsidiary’s books and records as Other Real Estate Owned. The Company, the Bank and the Bank Subsidiary own all Real Property used by them in the conduct of their respective businesses as such businesses are presently conducted. Except as otherwise set forth on Schedule 2.10(a), the ownership of the Company, the Bank and the Bank Subsidiary in such Real Property is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or restrictions or claims or charges of any kind (collectively, “Encumbrances”), free and clear of all material Liensexcept for Permitted Encumbrances. As used in this Agreement, except “Permitted Encumbrances” shall mean (i) statutory Liens securing payments Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Company, the Bank, or the Bank Subsidiary is not yet duedelinquent or in default, (ii) Liens for real property Taxes not yet delinquentcarriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) materialmen’s Encumbrances for taxes not yet due and payable or mechanic’s Liens that are being contested in good faith and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which proper reserves have been established and reflected on the Interim Balance Sheet, (iv) Liens, minor exceptions or defects in title to real property or recorded easements, rights of rights-of-way, covenantsbuilding or use restrictions, conditions, restrictions and other similar encumbrances covenants or conditions that in each case do not materially affect impair the value intended use or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and operation thereof, (v) such imperfections or irregularities of title or Liens as do not materially affect zoning and similar restrictions on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)real property, and (bvi) in the case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in good faith and for which proper reserves have been established and reflected on the Interim Balance Sheet. All material certificates, licenses and permits required for the lawful use and occupancy of any Real Property by the Company, the Bank or the Bank Subsidiary, as the case may be, have been obtained and are in full force and effect. Except as set forth in Schedule 2.10(a), none of the Company or any of the Company Subsidiaries is the lessor or lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberreal property.

Real Property. Except as would not reasonably be expected to have, either individually The Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (ax) have has good and marketable and valid fee simple title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (by) are is the lessee of and has a valid leasehold interest all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid valid, binding and enforceable in accordance with its terms and in full force and effect, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each lessor, has performed all obligations required to be performed by it under each such lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber the Company or any Camber Subsidiaryof its Subsidiaries or, or to the knowledge Knowledge of Camberthe Company, any other party theretolessor, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge Knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber "Company Owned Properties”"), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “"Permitted Encumbrances”"), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber "Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”"), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany's knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a true and complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camberthe Company, Camber the Company and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company Reports publicly filed with or furnished to the SEC Reports by the Company since December 31, 2018 and prior to the date hereof as being owned by Camber the Company or a Camber any Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event freely assignable either as a matter of right or condition exists which constitutes by operation of law without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened legal actions or condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Section 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of all material real property (other than real property in the nature of transmission or distribution lines and substations) owned in whole or in part (including as a tenant in common or similar co-ownership with one or more third parties) by the Company or any Company Subsidiary in fee (collectively, the “Company Owned Real Property”) and includes an identification of such property (e.g. an address, a metes and bounds description, a tax map identification or other specification), the name of the record title holder thereof and a list, as of the date hereof, of all Indebtedness secured by a Lien (other than Permitted Liens) thereon. The Company or a Company Subsidiary, as the case may be, holds good and marketable title in fee simple to all Company Owned Real Property, free and clear of all Liens (other than Permitted Liens). The Company or a Company Subsidiary, as the case may be, has valid title to the easements used by the Company and the Company Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All of the buildings, facilities, structures, infrastructures, lines, appurtenances and other improvements situated on the Company Owned Real Property are in operating condition and in a state of ordinary maintenance and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes for which they are presently being used except for any failures as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of such buildings, facilities, structures, infrastructures, lines, appurtenances or other improvements (or any equipment therein), nor the uses, operation or maintenance thereof, violates any restrictive covenant or any provision of any applicable Law, or encroaches on any property owned by third parties except for any violation or encroachment as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber there are no outstanding options or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or first refusal which have been terminated granted by Camber the Company or a Camber Subsidiary) (such leasehold estates, collectively with the Camber any Company Subsidiary to third parties to purchase any Company Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Washington Banking or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Washington Banking Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Washington Banking Reports as being owned by Camber Washington Banking or a Camber Washington Banking Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales business, and (y) properties classified by Washington Banking as “Other Real Estate Owned” that have loss share coverage under a shared-loss agreement with the FDIC, as Receiver (a “Shared-Loss Agreement”), to which Washington Banking or dispositions described in subsequent Camber SEC Reports through the date any of this Agreement) its Subsidiaries is a party (the “Camber Washington Banking Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Washington Banking Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Washington Banking Leased Properties” and, collectively with the Camber Washington Banking Owned Properties, the “Camber Washington Banking Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Washington Banking’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberWashington Banking, threatened condemnation proceedings against the Camber Washington Banking Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as (a) (i) Each Real Property Lease and the real property to which it relates (the “Leased Real Property”), is in full force and effect and the Company or the applicable Subsidiary has good and valid leasehold title in the Leased Real Property pursuant to such Real Property Lease, free and clear of all Liens other than Permitted Liens, except in each case where such failure would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, Effect; (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect there are no known defaults by the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Company or a Camber Subsidiary) Subsidiary (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and or any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event conditions or condition exists which constitutes orevents that, after notice or the lapse of time or both, will constitute, would constitute a material breach default by the Company or default on the part of Camber or any Camber a Subsidiary, or ) and to the knowledge of Camberthe Company, there are no defaults by any other party theretoto such Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under any such leaseReal Property Lease, except where such breach or default, either individually or in the aggregate, defaults would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Leased Real Property other than as set forth on CamberSchedule 4.15(a); (iv) there is no Person (other than the Company or the applicable Subsidiaries) in possession of the Leased Real Property or any portion thereof; (v) the Company’s or any Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and to the Company’s knowledge, there are no ongoing disputes with respect to such Real Property Leases; and (vi) the Company or any Subsidiary has not collaterally assigned or granted any other security interest in any Real Property Leases or any interest therein. The Company has delivered to the Purchaser a true and complete copy of each Real Property Lease (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto).

Real Property. Except as would not reasonably be expected to have, either individually Seller or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary of Seller (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports Seller Financial Statements as being owned by Camber Seller or a Camber Subsidiary of Seller or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Seller Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all real property leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof Seller Financial Statements (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates“Seller Leased Properties” and, collectively with the Camber Seller Owned Properties, the “Camber Seller Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberSeller, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSeller, threatened condemnation proceedings against the Camber Seller Real Property, except as would not, individually or . All Seller Real Property is in material compliance with the aggregate, reasonably be expected to have a Material Adverse Effect on CamberAmericans with Disabilities Act of 1990.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are the Company or a Company Subsidiary is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. The Data Room contains a copy of each Lease with respect to material real property leased by the Company or its Subsidiaries (the “Leased Real Property”), together with any supplements and amendments thereto, which such copy is true and correct in all material respects, and a list which is true and correct in all material respects of material real property owned by the Company and used in the operation of the Company’s business (the “Owned Real Property”; and, together with the Leased Real Property, the “Company Real Property”). The Company Real Property comprises all of the material real property occupied or otherwise used in the operation of the Company’s business. Except as would not have or reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber the Company or a Subsidiary (a) have marketable of the Company has good and valid title to all of the real Owned Real Property and good title to all its personal property reflected and has valid leasehold or subleasehold interests in all of the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”)Leased Real Property, free and clear of all material Liens (except for Permitted Liens, except (i) statutory Liens securing payments not yet duearising from the terms of the related Leases and all other title exceptions, (ii) Liens for real property Taxes not yet delinquentchanges, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensdefects, easements, rights of wayrestrictions, covenants, conditions, restrictions encumbrances and other similar encumbrances that matters, whether or not of record, which do not materially affect the value or continued use of the properties applicable property for the purposes for which such property is being used by the Company or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use a Subsidiary of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”Company as of the date hereof), and (b) are assuming the lessee timely discharge of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports obligations owing under or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or related to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Owned Real Property, the personal property and the Leased Real Property. To the Knowledge of the Company, except as would not, individually or pursuant to a document in the aggregateData Room, reasonably be expected (i) neither the Company nor any of its Subsidiaries has leased or otherwise granted to have a Material Adverse Effect on Camberany Person the right to use or occupy any of the Owned Real Property or any material portion thereof and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

Real Property. Except Schedule 2.5 of the Disclosure Schedule lists all of the real property leases that are held by the Group Companies, subject to the Permitted Liens as of the date hereof (such leases, excluding all leases that will be transferred to an Affiliate of the Company prior to the Closing Date pursuant to the Restructuring, the “Leases”). Seller has delivered to Buyer a true and complete copy of each such Lease in Seller’s possession or control. Each Lease is legal, valid, binding, enforceable and in full force and effect, except as enforceability would be limited by the Bankruptcy and Equity Exception or pursuant to any lien other than (i) liens created by Buyer, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and liens for taxes that are not reasonably due and payable or that may thereafter be expected to havepaid without penalty, either and (iii) other imperfections of title or encumbrances, if any, that individually or in the aggregate, a Material Adverse Effect on Camberdo not materially impair, Camber and each Camber Subsidiary (a) have marketable could not reasonably be expected to impair, the continued use and valid title operation of the assets to all the real property reflected which they relate in the latest audited balance sheet included in conduct of the Camber SEC Reports business of the Company as being owned by Camber or a Camber Subsidiary or acquired after presently conducted (the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions mortgages and liens described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except clauses (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, - (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances above are hereinafter referred to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens collectively as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted EncumbrancesLiens”). The Company (or to the knowledge of Seller, and (bany other party to any Lease) are the lessee of all leasehold estates reflected is not in the latest audited financial statements included in breach or default under such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLease, except for Permitted Encumbrances and each such lease is valid and breaches or defaults that would not have a material adverse effect on the Company. To the knowledge of Seller, no event has occurred or condition circumstance exists which constitutes orthat, after notice or lapse with the delivery of notice, the passage of time or both, will constitute, a would constitute such material breach or default on that would permit the part termination of Camber such Lease. Except as set forth in Schedule 2.5 of the Disclosure Schedule, the Company has not subleased or licensed any Camber Subsidiary, or to Salon under the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberLeases.

Real Property. Except as would not reasonably be expected to have(i) The Company, either individually the Operating Partnership or the Subsidiaries have fee simple title (or in the aggregatecase of ground leases, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (avalid leasehold interest) have marketable and valid title to all of the real property reflected properties described in the latest audited balance sheet included in General Disclosure Package as owned or leased by them and the Camber SEC Reports as being improvements (exclusive of improvements owned by Camber tenants or a Camber Subsidiary or acquired after the date thereof by landlords, if applicable) located thereon (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (collectively, the “Camber Owned Properties”), in each case, free and clear of all material Liensliens, encumbrances, claims, security interests, restrictions and defects, except (i) statutory Liens securing payments such as are disclosed in the General Disclosure Package or as an exception to the title insurance reports furnished by the Company to counsel for the Managers or do not yet duematerially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) Liens for real except as otherwise set forth in or described in the General Disclosure Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property Taxes not yet delinquentowned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) materialmen’s except as otherwise set forth in or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlordsdescribed in the General Disclosure Package, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use none of the properties Company, the Operating Partnership or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use any of the properties Subsidiaries has received from any governmental authority any written notice of any condemnation of or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are zoning change affecting the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Properties or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, part thereof which if consummated would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orEffect, to and none of the knowledge Company, the Operating Partnership or any of Camberthe Subsidiaries knows of any such condemnation or zoning change which is threatened and, threatened condemnation proceedings against the Camber Real Propertyin each case, except as which if consummated would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on Camberthe fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and all such policies of insurance are in full force and effect; (vi) except as otherwise described in the General Disclosure Package, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property described in the General Disclosure Package.

Real Property. Except (a) With respect to the real property owned by Xxxxx or any Xxxxx Subsidiary (such property collectively, the “Xxxxx Owned Real Property”), except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Xxxxx Material Adverse Effect on CamberEffect, Camber either Xxxxx or a Xxxxx Subsidiary has good and each Camber Subsidiary (a) have marketable and valid fee simple title to such Xxxxx Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable (or that may thereafter be paid without penalty) or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the real property reflected in consolidated financial statements of Xxxxx and the latest audited balance sheet Xxxxx Subsidiaries included in the Camber Xxxxx SEC Reports as being owned by Camber Documents, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof other similar Lien arising in the ordinary course of business and/or sales or dispositions described for amounts which are not overdue for a period of more than 90 days and for which adequate reserves have been established in subsequent Camber accordance with GAAP on the consolidated financial statements of Xxxxx and the Xxxxx Subsidiaries included in the Xxxxx SEC Reports through Documents, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet of Xxxxx included in the Xxxxx SEC Documents filed with the SEC prior to the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens Agreement or notes thereto or securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsIndebtedness reflected on such balance sheet, (iv) Liens, easements, rights which was incurred in the ordinary course of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect business since the value or use date of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and most recent consolidated balance sheet of Xxxxx included in the Xxxxx SEC Documents filed with the SEC prior to the date of this Agreement (v) that is an easement, covenant, condition or restriction of record as to which no material violation or encroachment exists or, if such imperfections violation or irregularities encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Xxxxx or any of the Xxxxx Subsidiaries; (vi) that is a zoning or other governmentally established Lien as to which no material violation exists or, if such violation exists, as to which the cure of such violation would not materially interfere with the conduct of the business of Xxxxx or any of the Xxxxx Subsidiaries; (vii) that is a railroad trackage agreement, utility, slope or drainage easement, right-of-way easement or lease regarding any sign as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Xxxxx or any of the Xxxxx Subsidiaries; or (viii) that is an imperfection of title or Liens as do license, if any, that does not materially affect impair the value use or use operation of any asset to which it relates in the conduct of the properties business of Xxxxx or assets subject thereto or affected thereby or otherwise materially impair business operations at any of the Xxxxx Subsidiaries; (ix) set forth in Section 3.15(a) of the Xxxxx Disclosure Letter (any such properties Lien described in any of clauses (collectivelyi) through (ix), a “Xxxxx Permitted EncumbrancesLien”). Neither Xxxxx nor any of the Xxxxx Subsidiaries has received notice of any pending, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberXxxxx there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseXxxxx Owned Real Property, except where such breach or defaultproceedings which have not had, either individually or in the aggregate, and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, a Xxxxx Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Xxxxx Owned Real Property or any portion thereof or interest therein, except as have not had, and would not reasonably be expected to have have, individually or in the aggregate, a Xxxxx Material Adverse Effect on CamberEffect.

Real Property. Except (i) To the Knowledge of Seller, Schedule 3.8(a)(i) sets forth a list of the parcels of real property owned by the Company (together with the fixtures and improvements thereon, the "Owned Real Property") and the UPS Owned Facilities (as would not reasonably be expected to havehereinafter defined). Schedule 3.8(a)(i) also sets forth a list of the parcels of real property currently leased by the Company (together with all fixtures and improvements thereon, either individually or in the aggregate"Leased Real Property" and collectively with the Owned Real Property and the UPS Owned Facilities, a Material Adverse Effect the "Real Property"). (ii) To the Knowledge of Seller, except as set forth on Camber, Camber Schedule 3.8(a)(ii) the Company has good and each Camber Subsidiary (a) have marketable and valid title to the Owned Real Property, and an Affiliate of the Company has good and marketable title to the UPS Owned Facilities, in each case free and clear of all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof liens, pledges, security interests, charges, claims, leasehold interests, tenancies, restrictions and encumbrances of any nature whatsoever other than (except properties sold or otherwise disposed i) liens for taxes not yet due and payable, (ii) statutory liens of since the date thereof landlords and liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, and (iii) materialmen’s matters of record, zoning, building or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlordsother restrictions, lessors or renters under leases or rental agreementsvariances, (iv) Liens, easementscovenants, rights of way, covenantsencumbrances, conditions, restrictions easements and other similar encumbrances that do not materially affect the value or use minor irregularities in title, none of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would notwhich, individually or in the aggregate, reasonably be expected interfere with the present use of or occupancy of any of the Owned Real Property or the UPS Owned Facilities by the Company (collectively, "Permitted Liens"). (iii) To the Knowledge of Seller, the Seller has a valid leasehold interest in the Leased Real Property, free and clear of any mortgages, pledges, liens, security interests or other encumbrances of any nature, except for Permitted Liens. (iv) To the Knowledge of Seller, the improvements on the Real Property are free from any material structural defects. Except as set forth on Schedule 3.8(a)(iv), to have a Material Adverse Effect on Camber.the Knowledge of Seller, there are no condemnation or appropriation or similar proceedings pending or threatened against any of the Real Property or the improvements thereon. (b)

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberLakeland, Camber and each Camber Subsidiary (a) have Lakeland or a Lakeland Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Lakeland Reports as being owned by Camber Lakeland or a Camber Lakeland Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Lakeland Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Lakeland Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Lakeland Owned Properties, the “Camber Lakeland Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberLakeland, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberLakeland, threatened condemnation proceedings against the Camber Lakeland Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not have, individually or in the aggregate, a Retail Material Adverse Effect, the real property used by the Subject Companies (collectively, the “Retail Properties ”) (taking into account, without limitation, all Encumbrances related thereto, all zoning and other restrictions applicable thereto and the condition thereof) are suitable and adequate for the conduct of the businesses of the Subject Companies as currently conducted. Section 4.13 of the Seller Disclosure Letter sets forth the address of each Retail Property, and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Retail Property. Seller has delivered or made available to the Purchaser true, correct, complete and accurate copies of each of the Leases described in Section 4.13 of the Seller Disclosure Letter. With respect to each Lease listed in Section 4.13 of the Seller Disclosure Letter, except as would not reasonably be expected to have, either individually or in the aggregate, a Retail Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except Effect: (i) statutory Liens securing payments not yet duethe Lease is legal, valid, binding, enforceable and in full force and effect; (ii) Liens for real property Taxes not yet delinquentthe Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing; (iii) materialmento the Seller’s or mechanic’s Liens and statutory or common law Liens or encumbrances Knowledge, no party to secure landlords, lessors or renters under leases or rental agreements, the Lease has repudiated any provision thereof; (iv) Liensthere are no disputes, easementsoral agreements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect or forbearance programs in effect as to the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and Lease; (v) the Lease has not been modified in any respect, except to the extent that such imperfections or irregularities of title or Liens as do not materially affect modifications are disclosed by the value or use of documents delivered to the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)Purchaser, and (bvi) are neither the lessee Seller nor any of all leasehold estates reflected its Affiliates have assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the latest audited financial statements included Lease. Except as disclosed in such Camber SEC Reports Section 4.13 of the Seller Disclosure Letter, there is no real property leased or acquired after owned by the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber SubsidiarySubject Companies, or to the knowledge each of Camberthem, any other party thereto, of or under any such lease, except where such breach or default, either individually or used in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberSubject Companies’ respective businesses.

Real Property. Except as (a) Section 3.24(a) of the Company Disclosure Letter lists each hotel (collectively, the "OWNED HOTELS"), and certain other parcels of real property currently owned by the Company or any Subsidiary, and sets forth the Company or the applicable Subsidiary owning such property. The Company has made available to Parent legal descriptions of each material parcel of real property (including each of the Owned Hotels) currently owned by the Company or any of its Subsidiaries (collectively, the "OWNED REAL PROPERTIES"; the Owned Real Properties together with the Leased Properties (defined below), collectively, the "PROPERTIES"). The Company or the applicable Subsidiary set forth on Section 3.24(a) of the Company Disclosure Letter owns fee simple title to the Owned Real Properties, free and clear of all Liens, other than (i) Liens for current real estate taxes and assessments not yet due and payable or Liens for income and similar taxes that are being contested in good faith and for which the Company has made adequate provision in accordance with GAAP, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, (iii) to the extent such Liens would not have a Company Material Adverse Effect, (A) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (B) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not reasonably be expected to have, either individually materially interfere with the conduct of the business of the Company or such Subsidiary; and (iv) all matters disclosed in zoning reports or instruments or agreements of record made available to the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title Parent prior to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Agreement (collectively, “Permitted Encumbrances”"PERMITTED LIENS"). Except as disclosed in Section 3.24(a) of the Company Disclosure Schedules, and (b) are none of the lessee Owned Hotels or Leased Properties is subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estatescompensation therefor, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending ornor, to the knowledge of Camberthe Company, threatened condemnation proceedings against has any such condemnation, expropriation or taking been proposed. Neither the Camber Real PropertyCompany nor any Subsidiary is in violation of any material covenants, except as conditions or restrictions of record affecting any Properties which violations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.