Common use of Property and Title Clause in Contracts

Property and Title. (a) Section 3.14(a) of the PVFC Disclosure Schedule lists and describes all real property, and any leasehold interest in real property, owned or held by PVFC or any of the Subsidiaries (collectively, the “PVFC Real Properties”). Copies of all leases of PVFC Real Properties have been provided to UCFC. Such leasehold interests have not been assigned or subleased. All PVFC Real Properties which are owned by PVFC or any of the Subsidiaries are free and clear of all mortgages, liens, security interests, defects, encumbrances, easements, restrictions, reservations, conditions, covenants, agreements, encroachments, rights of way and zoning laws, except (i) those set forth in Section 3.14(a) of the PVFC Disclosure Schedule; (ii) easements, restrictions, reservations, conditions, covenants, rights of way, zoning laws and other defects and irregularities in title and encumbrances which do not materially impair the use thereof for the purposes for which they are held; and (iii) liens for current Taxes not yet due and payable. (b) PVFC and the Subsidiaries own, and are in rightful possession of, and have good title to, all of the other assets indicated in the PVFC Financial Statements as being owned by PVFC or the Subsidiaries, free and clear of any charge, mortgage, pledge, security interest, hypothecation, restriction, claim, option, lien, encumbrance or interest of any persons whatsoever except those assets disposed of in the ordinary course of business consistent with past practices. (c) The assets of PVFC on a consolidated basis are adequate to continue to conduct the businesses of PVFC and the Subsidiaries as such businesses are presently being conducted.

Property and Title. (a) Section 3.14(a) of the PVFC Pavilion Disclosure Schedule lists and describes identifies all real property, and any leasehold interest in real property, owned or held by PVFC Pavilion or any of the Subsidiaries (collectively, the “PVFC Pavilion Real Properties”). Copies of all leases of PVFC Pavilion Real Properties have been provided to UCFCFirst Defiance. Such leasehold interests have not been assigned or subleased. All PVFC Pavilion Real Properties which are owned by PVFC Pavilion or any of the Subsidiaries are free and clear of all mortgages, liens, security interests, defects, encumbrances, easements, restrictions, reservations, conditions, covenants, agreements, encroachments, rights of way and zoning laws, except (i) those set forth in Section 3.14(a) of the PVFC Pavilion Disclosure Schedule; (ii) easements, restrictions, reservations, conditions, covenants, rights of way, zoning laws and other defects and irregularities in title and encumbrances which do not materially impair the use thereof for the purposes for which they are held; and (iii) liens for current Taxes not yet due and payable. (b) PVFC Pavilion and the Subsidiaries own, and are in rightful possession of, and have good title to, all of the other assets indicated in the PVFC Pavilion Financial Statements as being owned by PVFC Pavilion or the Subsidiaries, free and clear of any charge, mortgage, pledge, security interest, hypothecation, restriction, claim, option, lien, encumbrance or interest of any persons whatsoever except those assets disposed of in the ordinary course of business consistent with past practices. (c) The assets of PVFC Pavilion on a consolidated basis are adequate to continue to conduct the businesses of PVFC Pavilion and the Subsidiaries as such businesses are presently being conducted.