Common use of Property and Leases Clause in Contracts

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company Seller, the Seller's Bank and each of the Seller's Subsidiaries have sufficient each has good and marketable title to all their properties the real property and assets to conduct their respective businesses as currently conducted or as contemplated to be conductedall other property owned by it and included in the consolidated balance sheet of the Seller, with only such exceptions as would not have a Material Adverse Effect. (b) the Seller's Bank and the Seller's Subsidiaries included in audited financial statements for the period ended December 31, 1999. Each parcel of real property property, and each item of personal property, owned or leased by the Company Seller, the Seller's Bank or any Subsidiary that is material to of the Company and its Seller's Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller, the Seller's Bank or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Material Adverse Effect Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the CompanySeller, has any such condemnation, expropriation or taking been proposed. None of the Seller, the Seller's Bank or any of the Seller's Subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to its properties. (cb) amendedAll leases of real property leased for the use or benefit of the Seller, the Seller's Bank or any of the Seller's Subsidiaries to which the Seller, the Seller's Bank or any of the Seller's Subsidiaries is a party requiring rental payments in excess of $25,000 during the period of the lease, and all amendments and modifications thereto, are in full force and effect, and there exists no default under any such lease by the Company Seller, the Seller's Bank or any Subsidiaryof the Seller's Subsidiaries, nor nor, to the knowledge of the Seller, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller, the Seller's Bank or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSeller's Subsidiaries. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not not, individually or in the aggregate, have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary owns any real property. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindkind against the Company or any Subsidiary, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer applicable to the Company or any Subsidiary (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, individually or in the aggregate, would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not not, individually or in the aggregate, prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Material Adverse Effect. (d) There To the knowledge of the Company, there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that that, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient good, valid and marketable title to or, in the case of leased properties and assets, valid leasehold interest in, all their properties and assets to conduct their respective businesses as currently conducted or as currently contemplated by the Company to be conducted, with only Permitted Liens or such exceptions as would not reasonably be expected to have a Company Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes Taxes and assessments not yet past duedue or for Taxes being contested in good faith and for which a reserve has been established by the Company on its books, and (B) inchoate mechanics' and ', materialmen's Liens for construction in progress's, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect practice (collectively, "Permitted Liens"), and (ii) to the knowledge of the Company, is neither 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 compensation therefor, nor, to the knowledge of the Company, nor has any such condemnation, expropriation or taking been proposed. (c) All Leases are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict Section 5.13(d) of the ability to use any Company Disclosure Schedule discloses a full and complete list of all leases of real property owned by or leased by for the Company or any Subsidiary that is material to benefit of the Company and its the Subsidiaries taken and all amendments and modifications thereto (the "Leases") and the lessors thereof, including whether, to the knowledge of the Company, as of the date of this Agreement, any such lessor is a whole for physician or a family member of a physician. The Company has made available to Parent prior to the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting date of this Agreement complete and accurate copies of each of the real propertyLeases, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation none of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectLeases has been modified in any material respect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary owns any real property. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindkind against the Company or any Subsidiary, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer applicable to the Company or any Subsidiary (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) 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, (D) Liens securing obligations of the lessor of such leasehold or the owner of such property and not of the Company, (E) Liens set forth in the Company's lease to such real property, and (DF) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries of the Company have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary of the Company owns any real property. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to of the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindkind against the Company or any Subsidiary of the Company, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer applicable to the Company or any Subsidiary of the Company (collectively, "“Liens"”), other than (A) Liens for current taxes Taxes and assessments not yet past due, (B) inchoate mechanics' ’ and materialmen's ’s Liens for construction in progress, (C) workmen's’s, repairmen's’s, warehousemen's ’s and carriers' ’ Liens arising in the ordinary course of business of the Company or such Subsidiary of the Company consistent with past practice, (D) Liens securing obligations of the lessor of such leasehold or the owner of such property and not of the Company, (E) Liens set forth in the Company’s lease to such real property, and (DF) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not reasonably be expected to have a Material Adverse Effect (collectively, "“Permitted Liens"”), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amendedAll leases of real property leased for the use or benefit of the Company or any Subsidiary of the Company to which the Company or any Subsidiary of the Company is a party are in full force and effect and have not been modified or amended since the date of this Agreement (except in connection with the lease amendment contemplated by paragraph (k) of Annex A of this Agreement), and there exists no default under any such lease by the Company or any SubsidiarySubsidiary of the Company, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any SubsidiarySubsidiary of the Company, except for such default as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries have sufficient title to (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or any a Subsidiary that is material to the Company and its Subsidiaries taken as a whole has (i) is owned good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or leased Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, pledgesliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, conditional and installment sale agreements, encumbrances, charges easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, party on property over which the Company or any optionSubsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, right and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of first refusal, or right of first offer which items set forth in clauses (collectively, "Liens"I), other than (AII) Liens for current taxes and assessments not yet past due(III), (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising individually or in the ordinary course aggregate, materially impair the continued use and operation of the property to which they related in the business of the Company or such Subsidiary consistent with past practiceand the Subsidiaries, and (D) all matters of recordtaken as a whole, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as presently conducted. Except as set forth in Section 4.13(b) of on the Company Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, norLetter, to the knowledge of the CompanyCompany and its Subsidiaries, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any Subsidiarymaterial respect. Except as set forth in the Company Disclosure Letter, nor any event which, with notice title insurance policies (or lapse marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of time or both, would constitute a default thereunder by the Company or any Subsidiaryits Subsidiaries, except as would not prevent or materially delay consummation applicable, to each of the Offer or Owned Properties, subject only to the Merger or otherwise prevent or materially delay matters set forth therein (the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict "Title Policies"), and, to the ability to use any real property owned or leased by the Company or any Subsidiary that is material to knowledge of the Company and its Subsidiaries taken as a whole for Subsidiaries, the purposes for which it is currently being usedTitle Policies are valid and in full force and effect and no claim has been made under any such policy. There are no material latent defects or material adverse physical conditions affecting As used in this Agreement, the real propertyterm "Liens" shall mean all liens, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.mortgages,

Property and Leases. (a) The Company and the Subsidiaries of the Company have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conductedassets, with only such exceptions as would not have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary of the Company owns any real property. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to of the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindkind against the Company or any Subsidiary of the Company, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer applicable to the Company or any Subsidiary of the Company (collectively, "LiensLIENS"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary of the Company consistent with past practice, (D) Liens securing obligations of the lessor of such leasehold or the owner of such property and not of the Company, (E) Liens set forth in the Company's lease to such real property, and (DF) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted LiensPERMITTED LIENS"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amendedAll leases of real property leased for the use or benefit of the Company or any Subsidiary of the Company to which the Company or any Subsidiary of the Company is a party are in full force and effect and have not been modified or amended since the date of this Agreement, and there exists no default under any such lease by the Company or any SubsidiarySubsidiary of the Company, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any SubsidiarySubsidiary of the Company, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The As of the date hereof, the Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as have not had, and would not have reasonably be expected, individually or in the aggregate, to have, a Company Material Adverse Effect. (b) Each parcel of real property together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of the owner thereof or its affiliates attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing (the “Real Property”) owned or leased by the Company or any Company Subsidiary that is material to (the “Company and its Subsidiaries taken as a whole Owned Real Property”) (i) is owned or leased free and clear of all mortgages, pledges, liensliens (statutory or otherwise), security interests, conditional and installment sale agreements, encumbrances, charges or charges, other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title or imperfection of title, or any option, right of first refusal, or right of first offer (collectively, "“Liens"”), other than Permitted Liens or Liens securing monetary obligations disclosed on the consolidated financial statements (Aor notes thereto) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising contained in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is is, as of the date hereof, neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedthreatened. (c) amendedAs of the date hereof, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by Company Subsidiary has a valid leasehold interest in the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or Real Property leased by the Company or any Company Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.(the

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries have sufficient title to (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or any a Subsidiary that is material to the Company and its Subsidiaries taken as a whole has (i) is owned good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or leased Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, pledgesliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, conditional and installment sale agreements, encumbrances, charges easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real party on property owned or leased by over which the Company or any Subsidiary that is material to the Company has easement rights or on any Leased Property and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects subordination or material adverse physical conditions affecting the real propertysimilar agreements relating thereto, and improvements thereon(III) unrecorded easements, owned covenants, rights-of-way and other similar restrictions, none of which items set forth in clauses (I), (II) and (III), individually or leased by in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.aggregate, materially

Property and Leases. (a) The Company Each of the Seller and the Subsidiaries have sufficient each Seller subsidiary has good and marketable title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of the real property and all other property owned or leased by it and included in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (B) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (BC) inchoate mechanics' and materialmen's Liens for construction in progress, (CD) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller or such Subsidiary any of its subsidiaries consistent with past practice, and (DE) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (F) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a Material Adverse Effect fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (cb) amendedAll leases of real property leased for the use or benefit of the Seller or any of its subsidiaries to which any of the foregoing is a party requiring rental payments in excess of $5,000,000 during the period of the lease, and all amendments and modifications thereto, are in full force and effect, and there exists no material default under any such lease by the Company Seller or any Subsidiaryof its subsidiaries nor, nor to the best knowledge of the Seller, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller or any Subsidiaryother Seller subsidiaries, except as for such defaults which, individually, or in the aggregate, would not prevent or materially delay consummation result in the forfeiture of the Offer use or occupancy of the Merger property covered by such lease or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have in a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material liability to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSeller.

Property and Leases. (a) The Company and the Subsidiaries ------------------- have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not not, individually or in the aggregate, have a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule sets forth a true --------------- and complete list of all real property owned or leased by the Company or any Subsidiary. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past ------ due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, individually or in the aggregate, would not have not, individually or in the aggregate, a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have not, individually or in the aggregate, a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient good and marketable title to all their properties and assets required to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. (b) Each Part I of Section 4.13(b) of the Disclosure Schedule sets forth a list of each parcel of real property owned by the Company or any Subsidiary. Except as set forth in Part II of Section 4.13(b) of the Disclosure Schedule, each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindcharges, includingeasements, without limitation, any easement, right rights of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other claims of third parties of any kind (collectively, "Liens"), other than (A) statutory Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, together with the Liens described in Clauses (A) through (C), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are, except as set forth on Section 4.13(c) of the Disclosure Schedule, in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as as, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used, except where the existence of such restrictions, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Property and Leases. (a) The Company Seller, the Seller's Bank and each of the Subsidiaries each has good and marketable title to all the real property and all other property owned by it and included in the consolidated balance sheet of the Seller, the Seller's Bank and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conductedincluded in audited financial statements for the period ended December 31, with only such exceptions as would not have a Material Adverse Effect. (b) 1998. Each parcel of real property property, and each item of personal property, owned or leased by the Company Seller, the Seller's Bank or any Subsidiary that is material to of the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller, the Seller's Bank or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Material Adverse Effect Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the best knowledge of the CompanySeller, has any such condemnation, expropriation or taking been proposed. None of the Seller, the Seller's Bank or any of the Subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to its properties. (cb) amendedAll leases of real property leased for the use or benefit of the Seller, the Seller's Bank or any of the Subsidiaries to which the Seller, the Seller's Bank or any of the Subsidiaries is a party requiring rental payments in excess of $25,000 during the period of the lease, and all amendments and modifications thereto, are in full force and effect, and there exists no default under any such lease by the Company Seller, the Seller's Bank or any Subsidiaryof the Subsidiaries, nor nor, to the best knowledge of the Seller, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller, the Seller's Bank or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSubsidiaries. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company Each of FSB, FSB's Bank and the Subsidiaries have sufficient has good and marketable title to all their properties the real property and assets to conduct their respective businesses as currently conducted or as contemplated to be conductedall other property owned by it and included in the consolidated balance sheet of FSB, with only such exceptions as would not have a Material Adverse Effect. (b) FSB's Bank and the Subsidiaries included in the Interim Financials. Each parcel of real property property, and each item of personal property, owned or leased by the Company FSB, FSB's Bank or any Subsidiary that is material to of the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (Av) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (Bw) inchoate mechanics' and materialmen's Liens for construction in progress, (Cx) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company FSB, FSB's Bank or such Subsidiary consistent with past practice, and (Dy) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (z) those items that secure public or statutory obligations, public deposits, repurchase agreements, or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Material Adverse Effect (collectively, "Permitted Liens")Subsidiary acting in a fiduciary capacity, and (ii) is neither 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 compensation therefor, nor, to the knowledge of the CompanyFSB, has any such condemnation, expropriation or taking been proposed. None of FSB, FSB's Bank or the Subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to its properties. (cb) amendedAll leases of real property leased for the use or benefit of FSB, FSB's Bank or any of the Subsidiaries to which FSB, FSB's Bank or any of the Subsidiaries is a party, and all amendments and modifications thereto, are in full force and effect, and there exists no default under any such lease by the Company FSB, FSB's Bank or any Subsidiaryof the Subsidiaries, nor nor, to the knowledge of FSB, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company FSB, FSB's Bank or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSubsidiaries. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Company Subsidiaries have sufficient good, valid and marketable title to or, in the case of leased properties and assets, valid leasehold interest in, all their properties and assets to conduct their respective businesses as currently conducted or as currently contemplated by the Company to be conducted, with only Permitted Liens or such exceptions as would not reasonably be expected to have a Company Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Company Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is is, except as set forth in Section 3.15(b)(i) of the company Disclosure Schedule, owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens statutory liens for current taxes Taxes and assessments or other governmental charges with respect to the owned real property not yet past duedue and payable or the amount or validity of which is being contested in good faith and for which a reserve has been established by the Company on its books, and (B) inchoate mechanics' and ', materialmen's Liens for construction in progress's, (C) workmen's, repairmen's, warehousemen's and 's, carriers' Liens liens and other similar statutory liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice, (C) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the real property which are not violated by the current use and operation of the real property, and (D) all covenants, conditions, restrictions, easements and other similar matters of record, (E) Liens reflected in record affecting title to the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that real property which do not materially impair the present occupancy or use of the property, (G) as set forth in Section 4.13(b) of real property for the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect purposes for which it is currently used (collectively, "Permitted Liens"), and (ii) to the knowledge of the Company, is neither 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 compensation therefor, nor, to the knowledge of the Company, nor has any such condemnation, expropriation or taking been proposed. (c) To the knowledge of the Company, all Leases are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as to the extent that any such default would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict Section 3.15(d) of the ability to use any Company Disclosure Schedule discloses a full and complete list of all leases of real property by or for the benefit of the Company and the Company Subsidiaries and all amendments and modifications thereto, other than leases of specimen collection centers and rapid response laboratories or other leases that provide for annual rental payments of less than $500,000, (the "Leases") and the lessors thereof. The Company has made available to Parent prior to the date of this Agreement complete and accurate copies of each of the Leases, and none of the Leases has been modified in any material respect. (e) Section 3.15(e) of the Company Disclosure Schedule discloses a full and complete list of all of the owned or leased by real property of the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSubsidiary.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not not, individually or in the aggregate, have a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule sets forth a true and complete list of all real property owned or leased by the Company or any Subsidiary. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, individually or in the aggregate, would not have not, individually or in the aggregate, a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have not, individually or in the aggregate, a Material Adverse Effect.

Property and Leases. (a) The Except as set forth in Section 5.13(a) of the Company Disclosure Schedule, the Company and the Subsidiaries have sufficient good, valid and marketable title to or, in the case of leased properties and assets, valid leasehold interest in, all their properties and assets that are necessary to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would are not reasonably likely, individually or in the aggregate, to have a Company Material Adverse EffectEffect . (b) Each Except as set forth in Section 5.13(b) of the Company Disclosure Schedule, each parcel of the real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) 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, practice and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of the real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would are not reasonably likely to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its material obligations under this Agreement and would are not reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company Each of the Seller and the Subsidiaries have sufficient each Seller subsidiary has good and marketable title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of the real property and all other tangible personal property owned or leased by it and included in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (Ai) Liens that secure liabilities that are ----- reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (ii) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (Biii) inchoate mechanics' and materialmen's Liens for construction in progress, (Civ) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller or such Subsidiary any of its subsidiaries consistent with past practice, and (Dv) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have a Material Adverse Effect (collectively, "Permitted Liens")be material, and (iivi) is neither subject those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any governmental decree Federal Reserve Bank or order to be sold nor is being condemnedFederal Home Loan Bank, expropriated interbank credit facilities, or otherwise taken any transaction by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedSeller subsidiary acting in a fiduciary capacity. (cb) amendedEach lease of real property leased for the use or benefit of the Seller or any of its subsidiaries to which any of the foregoing is a party, and all amendments and modifications thereto, is in full force and effect, and there exists no material default under any such lease by the Company Seller or any Subsidiaryof its subsidiaries nor, nor to the best knowledge of the Seller and except as set forth on Section 4.19(b) of the Seller Disclosure Schedule, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller or any Subsidiaryother Seller subsidiaries, except as for such defaults which, individually, or in the aggregate, would not prevent or materially delay consummation result in the forfeiture of the Offer use or occupancy of the Merger property covered by such lease or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have in a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material liability to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSeller.

Property and Leases. (a) The Company Each of the Seller and the Subsidiaries have sufficient each Seller subsidiary has good and marketable title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of the real property and all other property owned or leased by it and included in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (Ai) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (ii) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (Biii) inchoate mechanics' and materialmen's Liens for construction in progress, (Civ) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller or such Subsidiary any of its subsidiaries consistent with past practice, and (Dv) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have a Material Adverse Effect (collectively, "Permitted Liens")be material, and (iivi) is neither subject those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any governmental decree Federal Reserve Bank or order to be sold nor is being condemnedFederal Home Loan Bank, expropriated interbank credit facilities, or otherwise taken any transaction by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedSeller subsidiary acting in a fiduciary capacity. (cb) amendedEach lease of real property leased for the use or benefit of the Seller or any of its subsidiaries to which any of the foregoing is a party requiring rental payments in excess of $1,000,000 during the period of the lease, and all amendments and modifications thereto, is in full force and effect, and there exists no material default under any such lease by the Company Seller or any Subsidiaryof its subsidiaries nor, nor to the best knowledge of the Seller, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller or any Subsidiaryother Seller subsidiaries, except as for such defaults which, individually, or in the aggregate, would not prevent or materially delay consummation result in the forfeiture of the Offer use or occupancy of the Merger property covered by such lease or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have in a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material liability to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSeller.

Property and Leases. (a) The Company Company, the Bank and the Subsidiaries have sufficient each of their subsidiaries each has good and marketable title to all their properties the real property and assets to conduct their respective businesses as currently conducted or as contemplated to be conductedall other property owned by it and included in the consolidated balance sheet of the Company and its subsidiaries included in its Annual Report on Form 10-K for the period ended December 31, with only such exceptions as would not have a Material Adverse Effect. (b) 1996. Each parcel of real property property, and each item of personal property, owned or leased by the Company Company, the Bank or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole of their subsidiaries (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Company, the Bank or such Subsidiary subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (E) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by a Material Adverse Effect Subsidiary acting in a fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the best knowledge of the CompanyCompany or the Bank, has any such condemnation, expropriation or taking been proposed. Neither the Company, the Bank nor any of their subsidiaries has received any notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to its properties. (cb) amendedAll leases of real property leased for the use or benefit of the Company, the Bank or any of their subsidiaries to which the Company, the Bank or any of their subsidiaries is a party requiring rental payments in excess of $100,000 during the period of the lease, and all amendments and modifications thereto, are in full force and effect, and there exists no default under any such lease by the Company Company, the Bank or any Subsidiaryof their subsidiaries, nor nor, to the best knowledge of the Company and the Bank, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Company, the Bank or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effecttheir subsidiaries. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Neither the Company nor any Subsidiary owns any real property. Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties restrictions of any kindkind against the Company or any Subsidiary, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer applicable to the Company or any Subsidiary (collectively, "Liens"), other than (A) Liens for current taxes and ----- assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, individually or in the aggregate, would not have a Company Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not not, individually or in the aggregate, prevent or materially delay consummation of the Offer or the Merger or otherwise prevent would not, individually or materially delay in the Company from performing its obligations under this Agreement and would not aggregate, have a Company Material Adverse Effect. (d) There To the knowledge of the Company, there are no contractual or legal restrictions that preclude or materially restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSubsidiary.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would as, individually or in the aggregate, do not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would which, individually or in the aggregate, do not have a Material Adverse Effect or as set forth in Schedule 3.14(b) (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the best knowledge of the Company, has any such condemnation, expropriation or taking been proposed. With respect to each parcel of real property owned by the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect, (x) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any material portion of such parcel and (y) there are no outstanding options or rights of first refusal to purchase such parcel or any material portion thereof or interest therein. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party requiring rental payments in excess of $100,000 during the period of the lease, and all amendments and modifications thereto are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, which with notice or lapse of time or both, both would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent as, individually or materially delay consummation of in the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would aggregate, does not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each Except as set forth in Section 4.13 of the Disclosure Schedule, each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or or, to the knowledge of the Company, other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, individually or in the aggregate, would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There To the knowledge of the Company, there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There To the 27 23 knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

Property and Leases. (a) The Company and the Subsidiaries have sufficient good and marketable title to all their properties and assets required to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect. (b) Each Part I of Section 4.13(b) of the Disclosure Schedule sets forth a list of each parcel of real property owned by the Company or any Subsidiary. Except as set forth in Part II of Section 4.13(b) of the Disclosure Schedule, each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kindcharges, includingeasements, without limitation, any easement, right rights of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or other claims of third parties of any kind (collectively, "“Liens"”), other than (A) statutory Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' ’ and materialmen's ’s Liens for construction in progress, (C) workmen's’s, repairmen's’s, warehousemen's ’s and carriers' ’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that that, together with the Liens described in Clauses (A) through (C), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (collectively, "“Permitted Liens"”), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party, and all amendments and modifications thereto, are, except as set forth on Section 4.13(c) of the Disclosure Schedule, in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as as, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used, except where the existence of such restrictions, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would not reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect.

Property and Leases. (a) The Company Each of the Seller and the Subsidiaries have sufficient each Seller subsidiary has good and marketable title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of the real property and all other property owned or leased by it and included in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "LiensLIENS"), other than (Ai) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (ii) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (Biii) inchoate mechanics' and materialmen's Liens for construction in progress, (Civ) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller or such Subsidiary any of its subsidiaries consistent with past practice, and (Dv) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have a Material Adverse Effect (collectively, "Permitted Liens")be material, and (iivi) is neither subject those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any governmental decree Federal Reserve Bank or order to be sold nor is being condemnedFederal Home Loan Bank, expropriated interbank credit facilities, or otherwise taken any transaction by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedSeller subsidiary acting in a fiduciary capacity. (cb) amendedEach lease of real property leased for the use or benefit of the Seller or any of its subsidiaries to which any of the foregoing is a party, and all amendments and modifications thereto, is in full force and effect, and there exists no material default under any such lease by the Company Seller or any Subsidiaryof its subsidiaries nor, nor to the best knowledge of the Seller and except as set forth on Section 4.19(b) of the Seller Disclosure Schedule, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller or any Subsidiaryother Seller subsidiaries, except as for such defaults which, individually, or in the aggregate, would not prevent or materially delay consummation result in the forfeiture of the Offer use or occupancy of the Merger property covered by such lease or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have in a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material liability to the Company and its Subsidiaries taken as a whole for Seller. The consent of the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting landlord under the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation estate leases listed on Section 4.19(b) of the Offer or Seller Disclosure Schedule may be required in order to consummate the Merger or otherwise prevent or materially delay the Company from performing its obligations under transactions contemplated by this Agreement and would not have a Material Adverse EffectAgreement.

Property and Leases. (a) The Company Each of the Seller and the Subsidiaries have sufficient each Seller subsidiary has good and marketable title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of the real property and all other property owned or leased by it and included in the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased Seller Balance Sheet, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer kind (collectively, "Liens"), other than (A) Liens that secure liabilities that are reflected in the Seller Balance Sheet or incurred in the ordinary course of business after the date of the Seller Balance Sheet, (B) Liens for current taxes and assessments not yet past duedue or which are being contested in good faith, (BC) inchoate mechanics' and materialmen's Liens for construction in progress, (CD) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Seller or such Subsidiary any of its subsidiaries consistent with past practice, and (DE) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that which, either individually or in the aggregate, would not have be material, and (F) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by any Seller subsidiary acting in a Material Adverse Effect fiduciary capacity (collectively, "Permitted Liens"), and (ii) is neither 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 compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (cb) amendedEach lease of real property leased for the use or benefit of the Seller or any of its subsidiaries to which any of the foregoing is a party requiring rental payments in excess of $1,000,000 during the period of the lease, and all amendments and modifications thereto, is in full force and effect, and there exists no material default under any such lease by the Company Seller or any Subsidiaryof its subsidiaries nor, nor to the best knowledge of the Seller, any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company Seller or any Subsidiaryother Seller subsidiaries, except as for such defaults which, individually, or in the aggregate, would not prevent or materially delay consummation result in the forfeiture of the Offer use or occupancy of the Merger property covered by such lease or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have in a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material liability to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectSeller.

Property and Leases. (a) The Company Disclosure Letter sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries have sufficient title to (individually, an "Owned Property"). The Company Disclosure Letter sets forth a complete list of all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or any a Subsidiary that is material to the Company and its Subsidiaries taken as a whole has (i) is owned good and insurable fee title to all Owned Property and (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or leased Leased Property being sometimes referred to herein, individually, as a "Company Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, pledgesliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (A) such as are set forth in the Company Disclosure Letter, (B) exceptions specified in the Title Policies (as hereinafter defined), (C) Permitted Liens (as hereinafter defined), (D) financing statements, easements, covenants, rights-of-way and other similar restrictions of record and (E) (I) zoning, building and other similar restrictions, (II) mortgages, liens, security interests, conditional and installment sale agreements, encumbrances, charges easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, party on property over which the Company or any optionSubsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto, right and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of first refusalwhich items set forth in clauses (I), (II) and (III), individually or right in the aggregate, materially impair the continued use and operation of first offer the property to which they related in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on the Company Disclosure Letter, to the knowledge of the Company and its Subsidiaries, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth in the Company Disclosure Letter, title insurance policies (collectivelyor marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries, as applicable, to each of the Owned Properties, subject only to the matters set forth therein (the "LiensTitle Policies"), and, to the knowledge of the Company and its Subsidiaries, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. As used in this Agreement, the term "Liens" shall mean all liens, mortgages, deeds of trust, deeds to secure debt, security interests, pledges, claims, charges, easements and other than encumbrances of any nature whatsoever. As used in this Agreement, the term "Permitted Liens" shall mean (Ai) Liens for current taxes and or other assessments or charges of Governmental Entities that are not yet past duedelinquent or that are being contested in good faith by appropriate proceedings, in each case, with respect to which adequate reserves are being maintained by the Company or its Subsidiaries to the extent required by GAAP, (Bii) inchoate mechanics' and materialmen's statutory Liens for construction in progressof landlords, (C) workmen's, repairmen'scarriers, warehousemen's , mechanics, materialmen and carriers' other Liens arising imposed by law and created in the ordinary course of business of the Company for amounts not yet overdue or such Subsidiary consistent which are being contested in good faith by appropriate proceedings, in each case, with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and respect to which adequate reserves or other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is appropriate reserves are being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease maintained by the Company or its Subsidiaries to the extent required by GAAP, (iii) easements, rights-of-way, covenants and restrictions which do not (x) interfere materially with the ordinary conduct of any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer Property or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to business of the Company and its Subsidiaries taken as a whole for or (y) detract materially from the purposes for which it is currently being used. There are no material latent defects value or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by usefulness of the Company or any Subsidiary that is material Properties to which they apply and (iv) the other Liens, if any, specified in the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse EffectDisclosure Letter.