Common use of Property and Leases Clause in Contracts

Property and Leases. (a) The Company owns no real property. Other than the Leased Real Property, the Company does not have any interest in any other real property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and (ii) none of the Leased Real Property is subject to any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Property. (c) With respect to each Leased Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. Parent or one of its Subsidiaries (aeach a “Parent Property Owner”) The Company owns no fee simple title to each of the real property. Other than properties (or the Leased Real Propertyapplicable portion thereof) described in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as being owned in fee, as adjusted to reflect purchases and sales since such date (collectively, the Company does not have any interest in any other real property. (b) Except as would not“Parent Properties”), individually or in the aggregate, reasonably be expected and a valid leasehold estate to have a Material Adverse Effect, (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and (ii) none each of the Leased Real Property is real properties described as being subject to any Liens a lease in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as adjusted to reflect purchases and sales (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or usecollectively, the “Parent Leased Real Property. (c) With respect to each Leased Real PropertyProperties”), except as would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company Effect with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conductedParent. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse EffectEffect with respect to Parent, there is no pending or(i) the interests of the Parent Property Owners in the Parent Properties and the Parent Leased Properties are good and marketable, and the same are owned free and clear of Liens except for (A) Permitted Liens, (B) Property Restrictions imposed or promulgated by Law or by any Governmental Authority and (C) such other Property Restrictions that are shown in any title insurance policy insuring Parent’s or any of its Subsidiaries’ fee simple or leasehold title to any Parent Property or Parent Leased Property and as set forth in the leases and any material amendment or other material modifications thereto with respect to the knowledge Parent Leased Properties, provided that such Permitted Liens and Property Restrictions are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect with respect to Parent, (ii) except in the Ordinary Course, no Parent Property requires any extraordinary capital expenditure by Parent or any of its Subsidiaries, except as required by California Senate Xxxx 1953, (iii) the execution and delivery of this Agreement by Parent and Purchaser do not, and the performance of this Agreement by Parent and Purchaser will not, violate any Lien on any Parent Property, (iv) to Parent’s Knowledge, no Person is in default under any lease, ground lease or other occupancy agreement pursuant to which Parent or any of its Subsidiaries, as a landlord, leases any Parent Property and (v) as of the Companydate of this Agreement neither Parent nor any of its Subsidiaries has granted any unexpired option agreements or rights of first refusal with respect to the purchase of a Parent Property or any portion thereof or any other unexpired rights in favor of any third party to purchase or otherwise acquire a Parent Property, threatened condemnation or eminent domain proceeding or changes which, in zoning affecting each case, would be accelerated by the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respectMerger.

Property and Leases. (a) The Company owns no real property. Other than As of the Leased Real Propertydate hereof, Parent and the Company does Parent Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as have not have any interest in any other real property. (b) Except as had, and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) Each parcel of Real Property owned by Parent or any Parent Subsidiary (the “Parent Owned Real Property”) (i) is owned free and clear of all Liens, other than Permitted Liens or Liens securing monetary obligations disclosed on the consolidated financial statements (or notes thereto) contained in the Parent SEC Reports, and (ii) 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 Parent, has any such condemnation, expropriation or taking been threatened. (c) As of the date hereof, Parent or a Parent Subsidiary has a valid leasehold interest in the Real Property leased by the Parent or a Parent Subsidiary (the “Parent Leased Real Property” and together with the Parent Owned Real Property, the “Parent Real Property”), free and clear of any Liens other than Permitted Liens or Liens securing monetary obligations disclosed on the consolidated balance sheets (or notes thereto) contained in the Parent SEC Reports, except for any Liens upon the Parent Leased Real Property that do not materially and adversely affect the current use of the Parent Leased Real Property. Since the date of the last audited balance sheets contained in the Parent SEC Reports filed prior to the date hereof, neither the Parent nor the Parent Subsidiaries have assigned, transferred, conveyed, mortgaged or encumbered any of their interests in any Parent Leased Real Property. With respect to each Parent Leased Real Property, except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) the Company has related lease agreement is a valid and enforceable leasehold interests binding agreement of the Parent or a Parent Subsidiary and is in all Leased Real Property full force and effect and (ii) none there are no defaults, breaches or events which, with notice or lapse of time, would constitute a default or breach thereunder attributable to any action (or failure to act) on the part of the Leased Real Property is subject Parent or the Parent Subsidiaries, or to the Parent’s knowledge, attributable to any Liens action (other than Permitted Liensor failure to act) or of any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Propertyparty thereunder. (cd) With respect to each Leased Real Property, except Except as would notnot reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and would not reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would notexpected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, all Leased and there are no contractual or legal restrictions that preclude or restrict the ability to use any Parent Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and for the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets purposes for which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case being used as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from (or if any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentenceexist, such restrictions have been waived). (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. (a) The Company owns no real propertyParent or one of the Parent Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by Parent or the Parent Subsidiaries on the 2011 Parent Balance Sheet that are material to Parent and the Parent Subsidiaries, taken as a whole (except for tangible assets sold or disposed of since that date in the ordinary course of business), free of any Liens other than Permitted Liens. Other than the Leased Real Property, the Company does not have any interest in any other real property. (b) Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, all of the machinery, equipment and other tangible personal property and assets owned or used by Parent and the Parent Subsidiaries are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put. (ib) Section 3.13(b) of the Company has valid Parent Disclosure Schedule sets forth a complete and enforceable leasehold interests accurate list of all real property owned by Parent or any of the Parent Subsidiaries (“Parent Owned Real Property”). Except as disclosed in all Leased Real Property and (iiSection 3.13(b) of the Parent Disclosure Schedule, none of the Leased Parent Owned Real Property is subject to any Liens (leases, tenancies or occupancies other than Permitted Liens) that of Parent or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impedimentsthe Parent Subsidiaries. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Property. (c) With respect to each Leased Real Property, except Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: , all of the buildings, fixtures and other improvements located on the Parent Owned Real Property are adequate and suitable for the purpose of conducting Parent’s business as presently conducted. (c) Section 3.13(c)(1) of the Parent Disclosure Schedule sets forth a complete and accurate list of all leases greater than 5,000 square feet to which Parent or any Parent Subsidiary is a party, as lessee (“Parent Real Property Leases”). Section 3.13(c)(2) of the Parent Disclosure Schedule sets forth a complete and accurate list of all subleases with respect to Parent Real Property Leases. All of the fixtures and other improvements located on the premises subject to the Parent Real Property Leases are adequate and suitable for the purpose of conducting Parent’s business as presently conducted. (d) Section 3.13(d) of the Parent Disclosure Schedule sets forth a complete and accurate list of any alterations, construction, or other works of improvement that were commenced prior to the date hereof and are not substantially complete as of the date hereof or that were substantially completed within the one hundred eighty (180) days immediately preceding the date hereof, which alterations, construction or other works of improvement were undertaken by Parent or any Parent Subsidiary at any Parent Owned Real Property or premises subject to a Parent Real Property Lease to the extent the aggregate cost of each such alteration, construction or other work of improvement (with respect to each Parent Owned Real Property or premises subject to a Parent Real Property Lease) exceeds $1,000,000 (“Parent Construction Work”). All (i) such lease inspections, permits or sublease is legal, valid, binding, enforceable and other approvals required from any Governmental Authority in full force and effect; (ii) there exists no default under connection with any such lease or sublease by the Company which has not been cured, andParent Construction Work, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constituteParent, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case except as would notnot result in a Parent Material Adverse Effect, individually or in the aggregate, reasonably have been obtained or will be expected to have a Material Adverse Effect, all Leased Real Property is obtained in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenancethe ordinary course of business, and has (ii) payments in connection with any Parent Construction Work have been duly made and satisfied in full to the extent such rights amounts are due and payable, except those in the absence of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as which would not, not individually or in the aggregate, reasonably be expected to aggregate have a Parent Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. (a) The As of the date hereof, Section 3.13 of the Disclosure Schedule contains a true, correct and complete list of (i) all real property owned by the Company owns no or its Subsidiaries (“Owned Real Property”), (ii) all leases, subleases or other occupancy agreements relating to all real propertyproperty that any of the Company or its Subsidiaries owns, leases or subleases or otherwise has any right, title or interest in or to and sets forth the Company or applicable Subsidiary that leases, subleases or otherwise has an interest in same (the property demised thereunder herein referred to as the “Leased Real Property”) and (iii) with respect to each of the Owned Real Properties and Leased Real Properties, all existing leases, subleases, licenses or other occupancy agreements to which the Company or any of its Subsidiaries is a party as landlord or lessor thereunder or by which the Company or any of its Subsidiaries is bound as landlord or lessor thereunder, and all amendments, modifications, extensions and supplements thereto (collectively, the “Tenant Leases”), regardless of whether the terms thereof have commenced. Other than Section 3.13 of the Disclosure Schedule briefly describes the current use or non-use, as the case may be, of such Owned Real Property and Leased Real Property, and neither the Company does not have nor any of its Subsidiaries has any interest in any other real property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Company and its Subsidiaries is the record owner of, and has good and marketable fee title to (including all improvements located thereon) the Owned Real Property, and valid and enforceable leasehold interests in all Leased Real Property and (ii) none of the Owned Real Property or Leased Real Property is subject to any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. There are no options or rights to purchase or lease all or any part of the Owned Real Property or any interest therein of any other person other than as set forth in the Tenant Leases. No person other than the Company or a Subsidiary leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Owned Real Property and Leased Real PropertyProperty other than pursuant to a Tenant Lease. (c) With respect to each Leased Real PropertyProperty and Tenant Lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company or any Subsidiary which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company or any Subsidiary written notice of or made a claim with respect to, a default on the part of the Company or any of its Subsidiaries under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the CompanyCompany or any Subsidiary) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company or any of its Subsidiaries with respect to such leases and subleases have been paid in full full; and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the InvestorInvestors in the Electronic Data Room. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Owned Real Property and Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company and each of its Subsidiaries conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Owned Real Property or any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Owned Real Property or Leased Real Property. The Owned Real Property and Leased Real Property is are all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) neither the CompanyCompany nor any of its Subsidiaries, with respect to the Owned Real Property and the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations regulations; and (ii) neither the Company nor any of its Subsidiaries has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Owned Real Property or Leased Real Property. As of the date hereof hereof, except as provided in the Electronic Data Room, neither the Company nor any Subsidiary has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Owned Real Property or Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. (a) The Company owns no real property. Other than the Leased Real Property, Neither the Company does not have nor any interest in Company Subsidiary owns any other real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all leases, subleases and other occupancy agreements (collectively, “Real Property Leases”) of real property occupied by the Company or any Company Subsidiary (each, a “Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All Real Property Leases of Company Leased Real Property, 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 Real Property 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 would not reasonably be expected to prevent or delay beyond the Outside Date consummation of the Sale and as, individually or in the aggregate, would not be material to the Company and the Company Subsidiaries, taken as a whole. The Company and the Company Subsidiaries, as applicable, have valid leasehold interests, licenses or occupancy rights in all Company Leased Real Property, free and clear of all Liens (except Permitted Liens). Except as would not reasonably be expected to prevent or delay beyond the Outside Date consummation of the Sale and as would not, individually or in the aggregate, aggregate reasonably be expected to have be material to Holdco and its Subsidiaries, taken as a Material Adverse Effectwhole, (i) neither the Company nor any Company Subsidiary has valid and enforceable leasehold interests in all made any alterations, additions or improvements to the Company Leased Real Property and that are required to be removed (iior of which any landlord or sublandlord could require removal) none at the termination of the applicable lease term. The portions of the Company Leased Real Property that the Company or the Company Subsidiaries are required to maintain under the Real Property Leases are in good operating condition and repair and are fit for all purposes for which they are presently used in all material respects. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the Knowledge of the Company, no such proceedings are threatened or proposed. To the Knowledge of the Company, the Company Leased Real Property is not subject to any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations special assessment nor zoning or other impediments. No person other than land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Sale or that seeks to impose any material legal restraint on or prohibition against or limit the Company’s ability to operate the business of the Company leases, has a tenancy or otherwise occupies, or has and the right Company Subsidiaries substantially as it was operated prior to occupy or use, the date of this Agreement with respect to the Company Leased Real Property. (c) With respect to each Leased Real PropertyExcept as set forth in Section 3.11(c) of the Disclosure Schedule, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by neither the Company which nor any Company Subsidiary has not been curedsubleased, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time licensed or the giving of notice or both) would constitute, and no party otherwise granted to any such lease has given the Company written notice of other person any rights to use, occupy or made a claim with respect to, a default on the possess any part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of Neither the material real property assets which are used in Company nor any Company Subsidiary has collaterally assigned or necessary to the continued conduct of the Company’s business as it is currently operated. granted any other Lien (eother than Permitted Liens) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Company Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. (a) The Company owns no real property. Other than the Leased Real Property, or one of the Company does not Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the December 2015 Balance Sheet (except for tangible assets (including all Company Intellectual Property) sold or disposed of since that date in the ordinary course of business) free of any Liens other than Permitted Liens. The Company and the Company Subsidiaries have any interest in any other real property. (b) Except sufficient title to all their properties and assets to conduct their respective businesses as would notcurrently conducted, with only such exceptions as, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect. All of the machinery, (i) equipment and other tangible personal property and assets owned or used by the Company has valid and enforceable leasehold interests the Company Subsidiaries are in all Leased Real Property serviceable condition and repair, except for ordinary wear and tear, are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put. (iib) none Neither the Company nor any of the Leased Real Property is subject to Company Subsidiaries owns any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Propertyreal property. (c) With respect to each Section 3.13(c) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property (a “Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All such leases of real property to which the Company or any Company Subsidiary 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 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 would notnot prevent or materially delay consummation of the Merger and as, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by . Neither the Company which nor any Company Subsidiary has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company received written notice of any zoning or made a claim with respect toother land-use regulation proceedings, a default on or any change in any applicable Laws or Permits that would materially limit the part use and operation of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good as currently used and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business . All of the buildings, fixtures and other improvements located on the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, are adequate and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is suitable in all material respects for the purpose of the material real property assets which are used in or necessary to the continued conduct of conducting the Company’s business as it is currently operated. (e) Except in each case as would notpresently conducted, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect and to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge Knowledge of the Company, threatened condemnation or eminent domain proceeding or changes the operation thereof as presently conducted is not in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof violation in any material respectrespect of any applicable building code, zoning ordinance or other applicable Law regulating land use.

Property and Leases. (a) The Company owns no Each of CVLY and its Subsidiaries has good and marketable title to all the real property and all other property owned by it and included in the CVLY Balance Sheet, free and clear of all Liens, other than (i) Liens that secure liabilities that are reflected in the CVLY Balance Sheet, (ii) Liens for current taxes and assessments not yet past due or which are being contested in good faith and reserves established therefor, (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of CVLY or any of its Subsidiaries consistent with past practice, none of which have a material impact on the use or value of the applicable real or other property, (v) recorded easements, covenants or restrictions, together with all matters which would be shown on an accurate survey or inspection of all of the real property, (vi) liens which encumber the fee interest of any real property subject to a CVLY Lease (as defined below), and (vii) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by CVLY’s Subsidiaries acting in a fiduciary capacity. Other than Neither CVLY nor any of its Subsidiaries has received written notice of any violation of any recorded easements, covenants or restrictions affecting all the Leased Real Propertyreal property and all other property interests owned or leased by it and included on the CVLY Balance Sheet that would reasonably be expected to require expenditures by CVLY or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted thereon, and, to the Company does not have Knowledge of CVLY, no other party is in violation of any interest in any other real propertysuch easements, covenants or restrictions. (b) Except Each lease or sublease of real property to which CVLY or any of its Subsidiaries is a party is listed on Schedule 3.21(b) of the CVLY Disclosure Schedule, including all amendments and modifications thereto, and is in full force and effect (the “CVLY Leases”). There exists no material breach or default under any CVLY Leases by CVLY or any of its Subsidiaries, nor any event which with notice or lapse of time or both would constitute a material breach or default thereunder by CVLY or any of its Subsidiaries, and, to the Knowledge of CVLY, there exists no material breach or default under any such CVLY Leases or sublease by any other party, nor any event which with notice or lapse of time or both would constitute a material breach or default thereunder by such other party. CVLY has previously made available to ORRF complete and correct copies of all CVLY Leases, including all amendments and modifications thereto. The CVLY Leases are in full force and effect, enforceable in accordance with their terms and constitute binding obligations of CVLY or Subsidiary, as would notapplicable, individually subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Schedule 3.21(b) of the aggregateCVLY Disclosure Schedule includes a list of all security deposits held under CVLY Leases and no such security deposit under the CVLY Leases has been applied in respect of a breach or default under such CVLY Leases; neither CVLY nor any Subsidiary of CVLY owes, reasonably be expected nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such CVLY Leases; there are no outstanding tenant improvements, free rent, or other landlord inducement costs in favor of CVLY; all rents, legal deposits and additional guarantees and any other amounts or charges to the extent due and payable under CVLY Leases have a Material Adverse Effect, (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and (ii) been paid; none of the Leased Real Property is subject CVLY or any Subsidiary of CVLY has received any written notice of any intention to terminate, any Liens (other than Permitted Liens) CVLY Lease; there are no leases, subleases, licenses, concessions or any other easements, rights of way, licenses, grants, building contracts or use restrictions, exceptions, reservations, limitations or other impediments. No agreements granting to any person other than the Company leases, has a tenancy CVLY or otherwise occupies, or has the any Subsidiary of CVLY any right to occupy or the possession, use, occupancy or enjoyment of any leased real property that is the Leased Real Propertysubject of a Lease; and neither CVLY nor any Subsidiary of CVLY has collaterally assigned or granted any security interest in such Lease or any interest therein. (c) With respect to each Leased Schedule 3.21(c) of the CVLY Disclosure Schedule sets forth a complete and accurate list of all real property owned by CVLY or any of its Subsidiaries (the “CVLY Owned Real Property”). Schedule 3.21(c) of the CVLY Disclosure Schedule contains a true, correct and accurate rent roll listing all tenants who lease space in the CVLY Owned Real Property, except the rent paid, term, and security deposit. True, correct and complete copies of all leases to tenants who lease space in the CVLY Owned Real Property have been made available to ORRF. No tenant or other party in possession of any of such property has any right to purchase, or holds any right of first refusal to purchase, right of first offer or any similar rights with respect to such properties. CVLY has made available to ORRF the most current copies of policies of title insurance in its possession for the CVLY Owned Real Property, and no claim has been made against any such policy which remains pending. CVLY has made available to ORRF copies of the most recent surveys and copies of deeds in its possession evidencing fee simple title for the CVLY Owned Real Property together with copies of all documents listed as would notexceptions on such title policy to the extent in its possession. There are no management agreements pursuant to which any third party manages or operates any CVLY Owned Real Property or any portion thereof (the “CVLY Management Agreement Documents”). Correct and complete copies of any CVLY Management Agreement Documents have been provided to ORRF. Each of any such CVLY Management Agreement Documents is valid and binding on CVLY or its Subsidiary, individually and, to the Knowledge of CVLY, each other party thereto, subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in the aggregate, reasonably be expected to have a Material Adverse Effect: (iequity) such lease or sublease and is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no . Neither CVLY nor any of its Subsidiaries has received written notice that it is in default of any obligations under any such lease or sublease by the Company which has not been curedManagement Agreement Document, and, to the knowledge Knowledge of CVLY, the Company, there manager under such Management Agreement Document has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company received written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) that it is in default, and there has not occurred any event that (with the lapse default of time or giving of notice or both) would constitute a default by any its obligations under such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the InvestorManagement Agreement Document. (d) Except CVLY has not received written notice that any of the properties required to be listed on Schedule 3.21(b) or Schedule 3.21(c) of the CVLY Disclosure Schedule, or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable statute, law, ordinance, rule or regulation in each case as any respect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrequire expenditures by CVLY or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted there. The plants, all Leased Real Property is buildings, structures and equipment located on the properties required to be listed on Schedule 3.21(c) of the CVLY Disclosure Schedule, and to the Knowledge of CVLY, the plants, buildings, structures and equipment located on the properties required to be listed on Schedule 3.21(b) of the CVLY Disclosure Schedule are in good operating condition and usable conditionin a state of good maintenance and repair, subject to normal ordinary wear and tear excepted, are adequate and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as suitable for the purposes for which they are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectpresently being used and, to the Company’s knowledgeKnowledge of CVLY, there are no improvement on condemnation or appropriation proceedings pending or threatened against any Leased Real Property encroaches on an adjacent property owner’s propertyof such properties or any plants, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in buildings or necessary to the continued conduct of the Company’s business as it is currently operatedother structures thereon. (eA) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is are no pending or, to the knowledge Knowledge of the CompanyCVLY, written threatened condemnation proceedings, suits or eminent domain proceeding administrative actions relating to such real property or changes in zoning other matters materially affecting adversely the Leased current use, occupancy or value thereof; (B) there is no renovation or construction project currently being performed or contemplated at such CVLY Owned Real Property Property; (C) such real property is occupied under a valid and current certificate of occupancy or similar permit and, to the Knowledge of CVLY, there are no facts that would adversely affect prevent such real property from being occupied by ORRF, after the useClosing Date in the same manner as occupied by CVLY and/or its Subsidiaries immediately prior to the Closing; (D) CVLY has not entered into any other contract for the sale of such real property or any constituent or portion thereof; and (E) there are no disputes, operationclaims, maintenancelitigations, enjoyment or value thereof in any investigations, and proceedings affecting such real property which would have a material respectadverse effect on the real property.

Property and Leases. (ai) The Company Seller owns no real property. Other than the Leased Real Property, the Company does not have any interest in any other real property. (bii) Except Section 5.02(k)(ii) of the Disclosure Letter sets forth a correct and complete list and address of all real property leased by Seller as of the date of this Agreement (all such real property, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as “Seller Property” and collectively referred to herein as the “Seller Properties”). As of the date hereof, Seller leases or has the right to use all Seller Properties, as indicated in Section 5.02(k)(ii) of the Disclosure Letter. As of the date hereof, Seller leases each of the Seller Properties, in each case, free and clear of any Liens, title defects, covenants or reservations of interests in title (collectively, “Property Restrictions”), except for (1) Permitted Liens, (2) Property Restrictions imposed or promulgated by Law or by any Governmental Authority which are customary and typical for similar properties, and (3) Property Restrictions which do not interfere with the current use of such property. (iii) No improvement located on or being part of any Loan Property is in material violation of any applicable zoning law or regulation, subdivision law or ordinance. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of each Loan Property and, with respect to the use and occupancy of the same, including, without limitation, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities, except for such inspections, licenses and certificates, which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. (iv) At the Closing, Seller will sell, transfer and assign to Acquirer a valid leasehold interest with respect to each of the property leases included in the Assumed Contracts or otherwise included in the Transferred Assets (the “Transferred Properties”), free and clear of all Property Restrictions, except for (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and Permitted Liens, (ii) none of the Leased Real Property is subject to Restrictions imposed or promulgated by Law or by any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Property. (c) With respect to each Leased Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable Governmental Authority which are customary and in full force typical for similar properties and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has Property Restrictions which do not occurred any event that (interfere with the lapse current use of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investorproperty. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceeding or changes in zoning affecting the Leased Real Property that would adversely affect the use, operation, maintenance, enjoyment or value thereof in any material respect.

Property and Leases. (a) The Company owns no Each of ORRF and its Subsidiaries has good and marketable title to all the real property and all other property owned by it and included in the ORRF Balance Sheet, free and clear of all Liens, other than (i) Liens that secure liabilities that are reflected in the ORRF Balance Sheet, (ii) Liens for current taxes and assessments not yet past due or which are being contested in good faith and reserves established therefor, (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of ORRF or any of its Subsidiaries consistent with past practice, none of which have a material impact on the use or value of the applicable real or other property, (v) recorded easements, covenants or restrictions, together with all matters which would be shown on an accurate survey or inspection of all of the real property, (vi) liens which encumber the fee interest of any real property subject to an ORRF Lease (as defined below), and (vii) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by XXXX’s Subsidiaries acting in a fiduciary capacity. Other than Neither ORRF nor any of its Subsidiaries has received written notice of any violation of any recorded easements, covenants or restrictions affecting all the Leased Real Propertyreal property and all other property interests owned or leased by it and included in the ORRF Balance Sheet that would reasonably be expected to require expenditures by ORRF or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted thereon, and, to the Company does not have Knowledge of ORRF, no other party is in violation of any interest in any other real propertysuch easements, covenants or restrictions. (b) Except Each lease or sublease of real property to which ORRF or any of its Subsidiaries is a party is listed on Schedule 4.21(b) of the ORRF Disclosure Schedule, including all amendments and modifications thereto, and is in full force and effect (the “ORRF Leases”). There exists no material breach or default under any ORRF Leases by ORRF or any of its Subsidiaries, nor any event which with notice or lapse of time or both would constitute a material breach or default thereunder by ORRF or any of its Subsidiaries, and, to the Knowledge of ORRF, there exists no material breach or default under any such ORRF Leases or sublease by any other party, nor any event which with notice or lapse of time or both would constitute a material breach or default thereunder by such other party. ORRF has previously made available to CVLY complete and correct copies of all the ORRF Leases, including all amendments and modifications thereto. The ORRF Leases are in full force and effect, enforceable in accordance with their terms and constitute binding obligations of ORRF or Subsidiary, as would notapplicable, individually subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Schedule 4.21(b) of the aggregateORRF Disclosure Schedule includes a list of all security deposits held under ORRF Leases and no such security deposit under the ORRF Leases has been applied in respect of a breach or default under such ORRF Leases; neither ORRF nor any Subsidiary of ORRF owes, reasonably be expected nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such ORRF Leases; there are no outstanding tenant improvements, free rent, or other landlord inducement costs in favor of ORRF; all rents, legal deposits and additional guarantees and any other amounts or charges to the extent due and payable under the ORRF Leases have a Material Adverse Effect, (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and (ii) been paid; none of the Leased Real Property is subject ORRF or any Subsidiary of ORRF has received any written notice of any intention to terminate, any Liens (other than Permitted Liens) Lease; there are no leases, subleases, licenses, concessions or any other easements, rights of way, licenses, grants, building contracts or use restrictions, exceptions, reservations, limitations or other impediments. No agreements granting to any person other than the Company leases, has ORRF or a tenancy or otherwise occupies, or has the Subsidiary any right to occupy or the possession, use, occupancy or enjoyment of any leased real property that is the Leased Real Propertysubject of a Lease; and neither ORRF nor any Subsidiary of ORRF has collaterally assigned or granted any security interest in such Lease or any interest therein. (c) With respect to each Leased Schedule 4.21(c) of the ORRF Disclosure Schedule sets forth a complete and accurate list of all real property owned by ORRF or any of its Subsidiaries (the “ORRF Owned Real Property”). Schedule 4.21(c) of the ORRF Disclosure Schedule contains a true, correct and accurate rent roll listing all tenants who lease space in the ORRF Owned Real Property, except the rent paid, term, and security deposit. True, correct and complete copies of all leases to tenants who lease space in the ORRF Owned Real Property have been made available to CVLY. No tenant or other party in possession of any of such property has any right to purchase, or holds any right of first refusal to purchase, right of first offer or any similar rights with respect to such properties. ORRF has made available to CVLY the most current copies of policies of title insurance in its possession for the ORRF Owned Real Property, and no claim has been made against any such policy which remains pending. ORRF has made available to CVLY copies of the most recent surveys and copies of deeds in its possession evidencing fee simple title for the ORRF Owned Real Property together with copies of all documents listed as would notexceptions on such title policy to the extent in its possession. There are no management agreements pursuant to which any third party manages or operates any ORRF Owned Real Property or any portion thereof (the “ORRF Management Agreement Documents”). Correct and complete copies of any ORRF Management Agreement Documents have been provided to CVLY. Each of any such ORRF Management Agreement Documents is valid and binding on ORRF or its Subsidiary, individually and, to the Knowledge of ORRF, each other party thereto, subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in the aggregate, reasonably be expected to have a Material Adverse Effect: (iequity) such lease or sublease and is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no . Neither ORRF nor any of its Subsidiaries has received written notice that it is in default of any obligations under any such lease or sublease by the Company which has not been curedManagement Agreement Document, and, to the knowledge Knowledge of ORRF, the Company, there manager under such Management Agreement Document has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company received written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) that it is in default, and there has not occurred any event that (with the lapse default of time or giving of notice or both) would constitute a default by any its obligations under such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the InvestorManagement Agreement Document. (d) Except ORRF has not received written notice that any of the properties required to be listed on Schedule 4.21(b) or Schedule 4.21(c) of the ORRF Disclosure Schedule, or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable statute, law, ordinance, rule or regulation in each case as any respect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectrequire expenditures by ORRF or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted there. The plants, all Leased Real Property is buildings, structures and equipment located on the properties required to be listed on Schedule 4.21(c) of the ORRF Disclosure Schedule, and to the Knowledge of ORRF, the plants, buildings, structures and equipment located on the properties required to be listed on Schedule 4.21(b) of the ORRF Disclosure Schedule are in good operating condition and usable conditionin a state of good maintenance and repair, subject to normal ordinary wear and tear excepted, are adequate and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as suitable for the purposes for which they are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectpresently being used and, to the Company’s knowledgeKnowledge of ORRF, there are no improvement on condemnation or appropriation proceedings pending or threatened against any Leased Real Property encroaches on an adjacent property owner’s propertyof such properties or any plants, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in buildings or necessary to the continued conduct of the Company’s business as it is currently operatedother structures thereon. (eA) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property, has not violated (or will not violate with notice or the passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is are no pending or, to the knowledge Knowledge of the CompanyORRF, written threatened condemnation proceedings, suits or eminent domain proceeding administrative actions relating to such real property or changes in zoning other matters materially affecting adversely the Leased current use, occupancy or value thereof; (B) there is no renovation or construction project currently being performed or contemplated at such ORRF Owned Real Property Property; (C) such real property is occupied under a valid and current certificate of occupancy or similar permit and, to the Knowledge of ORRF, there are no facts that would adversely affect prevent such real property from being occupied by ORRF, after the useClosing Date in the same manner as occupied by ORRF and/or its Subsidiaries immediately prior to the Closing; (D) ORRF has not entered into any other contract for the sale of such real property or any constituent or portion thereof; and (E) there are no disputes, operationclaims, maintenancelitigations, enjoyment or value thereof in any investigations, and proceedings affecting such real property which would have a material respectadverse effect on the real property.