Common use of Real Properties Clause in Contracts

Real Properties. (a) Seller has delivered to Purchaser true and complete copies of the Leases, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties has good record and marketable title in fee simple to such real property free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any facts, circumstances or conditions which do or would in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the best of Seller's knowledge, the Real Properties and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are or will be located. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective terms.

Real Properties. (a) None of Sellers or any of the Purchased Entities owns any real property. (b) Section 5.3(b) of the Seller has Disclosure Schedule sets forth a complete and correct list of the addresses of all of the real property leased, licensed or otherwise granted (other than in fee) to Sellers (or any Purchased Entity) pursuant to a Lease and each Lease with respect thereto (and all interests leased pursuant to such Leases, the “Leased Real Estate”), including all material written amendments or modifications to such Leases currently in effect. Sellers have delivered to Purchaser true correct and complete copies of the all such Purchased Real Property Leases, together with including all material written amendments theretoor modifications thereto currently in effect. To the best of Seller's knowledge, each applicable owner As of the date hereof, no Seller (or Purchased Entity) is a sublessor or grantor under any sublease or other instrument granting to another Person (other than another Seller or Purchased Entity) any right to the possession, lease, occupancy or enjoyment of the Leased Real Properties has good record and marketable title in fee simple Estate, except as set forth on Section 5.3(b) of the Seller Disclosure Schedule. With respect to such real property free and clear of all Liens each Lease pursuant to which the Leased Real Estate is leased, except as set forth in Section 5.3(b) of the Seller Disclosure Schedule 2.9(a). Seller has no knowledge and except with respect to any Bankruptcy-Related Default or information payment default of any facts, circumstances or conditions which do or would in any way adversely affect the Debtors: (i) such Purchased Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding Property Leases are in full force and effect and are valid, binding and enforceable against the applicable Seller (or Purchased Entity) and, to the Knowledge of Sellers, any counterparty to such Purchased Real Property Leases in accordance with its their respective terms. There are ; (ii) no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events amount payable under any such Purchased Real Property Lease occurred whichis past due (after giving effect to any notice and cure period); (iii) each Seller (and Purchased Entity) party to such Purchased Real Property Lease is in compliance in all material respects with all material commitments and obligations on its part to be performed or observed under each such Purchased Real Property Lease and, to the Knowledge of Sellers, there is no failure by any other party to any such Purchased Real Property Lease to comply in all material respects with all of its material commitments and obligations thereunder; (iv) as of the giving date hereof, no Seller (or Purchased Entity) has received any written notice (A) of a material default (which has not been cured), offset or counterclaim under any such Purchased Real Property Lease, or, any other written communication calling upon it to comply with any material provision of any such Lease or asserting material noncompliance (which referenced material noncompliance has not been cured or waived), or asserting such Seller (or Purchased Entity) has waived or altered its material rights thereunder, and no event or condition has happened in the last 12 months or presently exists which constitutes a material default or, after notice or passage lapse of time or both, would constitute a material default thereunder by either under any such Purchased Real Property Lease on the part of any Seller (or any Purchased Entity) or, to the Knowledge of Sellers, any other party theretoto such Purchased Real Property Lease, or (B) of any Action against any Seller under any such Purchased Real Property Lease which if adversely determined would result in such Purchased Real Property Lease being terminated; (v) no Seller (or Purchased Entity) has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any such Purchased Real Property Lease except for Permitted Liens; and (vi) to the extent that, as of the date hereof, any such Lease is within the period prescribed in such Lease for exercise of any extension or renewal option, each Seller (or Purchased Entity) has timely exercised, or has not waived its right to exercise, any option to extend or renew the term thereof. (bc) To the best of Seller's knowledge, the Real Properties and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to 5.3(c) of the best of Seller's knowledgeSeller Disclosure Schedule and except for Permitted Liens, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants Sellers (and the plumbingPurchased Entities) have good and valid leasehold interest in and to all Purchased Real Property Leases, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf Knowledge of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There Sellers there are no pending or threatened actions (in writing) material condemnation proceedings by or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of before any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company Governmental Authority with respect to any Purchased Real Property Leases that would reasonably be expected to materially and adversely affect the applicable Seller’s (or Purchased Entity’s) leasehold interest in such Purchased Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real PropertiesProperty Leases. (d) The Except as set forth in Section 5.3(d) of the Seller Disclosure Schedule, the Leased Real Properties and all improvements thereon represent Estate constitutes all of the locations at which real property assets used by Sellers (and the Seller conducts business relating to Purchased Entities) for the Restaurants and are, now, and at Closing will be, the only locations where any conduct of the Assets are or will be locatedBusiness in substantially the same manner as the operation of the Business as of the date hereof. (e) All waterTo the Knowledge of Sellers, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Leased Real Properties and Estate in the Restaurants located thereon are installed conduct of the Business does not violate in any material respect any Law, Consent, Lien or agreement of any Governmental Authority. To the Knowledge of Sellers, no improvements constituting a part of the Leased Real Estate encroach on any real property not owned, leased or licensed by Sellers (or the Purchased Entities) to the property lines extent that removal of such encroachment would reasonably be expected to materially impair the manner and extent of the respective current use, occupancy and operation of such improvements. To the Knowledge of Sellers, there are no Liens, other than Permitted Liens, affecting the Leased Real Properties, are connected pursuant Estate that materially impair (or otherwise adversely impact) the ability of any Seller (or any Purchased Entity) to valid permits, are fully operable and are adequate to service use such property in the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization operation of the Real Properties and the Restaurants located thereonBusiness as currently conducted. (f) All licensesExcept as set forth in Section 5.3(f) of the Seller Disclosure Schedule and except with respect to any Bankruptcy-Related Default, permits, certificates, including, without limitation, proof Sellers (and the Purchased Entities) are in possession of dedication, required from all governmental agencies having jurisdiction over the Leased Real PropertiesEstate, and from any other Persons, for the normal use enjoy peaceful and operation undisturbed possession of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective termssuch real property.

Real Properties. (a) Seller has delivered Main Street and Piedmont have Previously Disclosed to Purchaser true Yadkin a listing of all real property owned by Main Street or Piedmont (including Piedmont's banking facilities and complete copies all other real estate or foreclosed properties, including improvements thereon, owned by Main Street and/or Piedmont) (collectively, the "Main Street Real Property"). With respect to each parcel of the LeasesMain Street Real Property, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties has Main Street and Piedmont have good record and marketable title in fee simple title to such real property the Main Street Real Property and own the same free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of any factscurrent taxes not yet due and payable, circumstances or conditions and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do or would in any way adversely not materially affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any value of the applicable landlords has against Main Street Real Property or which do not and will not materially detract from, interfere with or restrict the enforcement present or future use of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party theretoMain Street Real Property. (b) To the best The Main Street Real Property complies in all material respects with all applicable federal, state and local laws, regulations, ordinances or orders of Seller's knowledgeany governmental or regulatory authority, the Real Properties including those relating to zoning, building and all improvements located thereon use permits, and the present use thereof comply with, constitute a valid non-conforming useparcels of the Main Street Real Property upon which Main Street's offices or Piedmont's banking or other offices are situated, or which are operating pursuant to used by Main Street or Piedmont in conjunction with their banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller purposes for which they currently are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser used as a result matter of Seller's inability to provide Purchaser with said certificates of occupancy. Except right rather than as set forth a conditional or nonconforming use. (c) All improvements and fixtures included in Section 2.7 to or on the best of Seller's knowledge, the Main Street Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and Property are in good operating conditioncondition and repair, normal ordinary wear and tear excepted, and (i) Seller is there does not aware of exist any material, physical or mechanical defects condition which in any of material respect interferes with Main Street's or Piedmont's respective use (or will interfere with Yadkin's use after the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants Merger and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (iiBank Merger) there are no ongoing repairs to or affects the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Propertieseconomic value thereof. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating Neither Main Street nor Piedmont is party (whether as lessee or lessor) to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are lease or will be locatedrental agreement with respect to any real property. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective terms.

Real Properties. Select does not own or lease any real property and has not previously owned or leased any real property. Select Bank has Previously Disclosed to NCBC Bank a list of all real property owned by Select Bank or Select Real Estate Holdings, LLC (a) Seller has delivered to Purchaser true the “Owned Real Property”), or leased by Select Bank or Select Real Estate Holdings, LLC (the “Leased Real Property” and complete copies of the Leases, together with the Owned Real Property, the “Real Property”), and all amendments theretoleases and ancillary documents pertaining to the Leased Real Property (the “Real Property Leases” and each a “Real Property Lease”), as well as a list of all real property previously owned or leased by Select Bank or Select Real Estate Holdings, LLC (the “Previous Real Property”). To the best of Seller's knowledgeWith respect to all Real Property, each applicable owner of the Select Bank or Select Real Properties Estate Holdings, LLC, has good record and marketable title in fee simple to title to, or a valid and subsisting leasehold interest in, such real property Real Property and owns the same free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information mortgages, liens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of any factscurrent Taxes not yet due and payable, circumstances or conditions and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do or would in any way not materially and adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged value of record all Liens against Seller or Seller's interest affecting the Real PropertiesProperty and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. Each With respect to each Real Property Lease (x) such lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are terms (subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (y) there currently exists no existing defaults circumstance or offsets condition which any constitutes an event of the applicable landlords has against the enforcement of its Lease default by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred Select Bank (as lessor or lessee) or which, with the giving of notice or passage of time or boththe giving of required notices will or could constitute such an event of default, would constitute a default thereunder by either party thereto. and (bz) To the best subject to any required consent of Seller's knowledgeSelect Bank’s lessor, the each such Real Properties and all improvements located thereon Property Lease may be assigned to NCBC Bank at Closing without penalty or premium, and the present use thereof comply with, execution and delivery of this Agreement does not constitute a valid non-conforming use, or are operating pursuant to the provisions an event of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof default thereunder. The Owned Real Property and, to the best Knowledge of Seller's knowledgeSelect Bank, the constructionLeased Real Property, comply with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to zoning, building and use permits, and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy Property may be used under applicable zoning ordinances for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser commercial banking facilities as a result matter of Seller's inability to provide Purchaser with said certificates of occupancyright rather than as a conditional or nonconforming use. Except as set forth All improvements and fixtures included in Section 2.7 to the best of Seller's knowledge, or on the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and Property are in good operating conditioncondition and repair, normal ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are or will be locatedinterfere after the Mergers) with the contemplated use thereof. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective terms.

Real Properties. The Company does not own and has never owned any real property. Schedule 5.12 hereto lists any lease (a) Seller has delivered to Purchaser true the “Real Property Leases”), including the name and complete copies address of the Leaseslandlord and the tenant, together with pursuant to which the Company leases real property as of the date of this Agreement (the “Leased Real Property”) and each Contract and/or document relating to the use and/or occupancy of such real property, including all amendments theretoleases, subleases, offers to lease or agreements to lease, lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements. To the best of Seller's knowledge, The Company has a valid leasehold interest under each applicable owner of the Real Properties Property Leases and has good record and marketable title in fee simple not granted or is obligated under any option, right of first refusal or other contractual rights to such real property free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge transfer, sell, purchase or information otherwise dispose of any facts, circumstances or conditions which do or would in any way adversely affect the Leased Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real PropertiesProperty. Each Real Property Lease is valid and binding in full force and effect effect; all rents and enforceable additional rents due as of the date of this Agreement on each such Real Property Lease have been paid and neither the Company, nor to the Knowledge of the Company, any other party to such Real Property Lease, is in accordance material breach or default or has repudiated any material provision thereof. To the Knowledge of the Company, the lease of the Leased Real Property by the Company or the use thereof, as used by the Company on the date of this Agreement, does not violate any local zoning or similar land use Laws. To the Knowledge of the Company, the Company is not in violation of or in noncompliance in any material respect with its termsany material covenant, condition, restriction, order or easement affecting the Leased Real Property. There are is no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the best of Seller's knowledge, the Real Properties and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof andcondemnation pending or, to the best Knowledge of Seller's knowledgethe Company, threatened affecting the construction, use Leased Real Property. The Company has provided to the Purchaser complete and operation correct copies of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant Property Leases and all amendments thereto to dateand waivers thereto. In All of the event Seller is unable to provide copies of said certificatesbuildings, Seller shall deliver documentation from structures and appurtenances included in the appropriate municipalities indicating that such certificates Leased Real Property are not required or no longer exist in their records. Seller also agrees to indemnify good operating condition and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal (ordinary wear and tear excepted, ) and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties are adequate and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties suitable for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are or will be located. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or being used by the normal use and operation Company on the date of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereonthis Agreement. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective terms.

Real Properties. (a) Seller has delivered to Purchaser SCHEDULE 1.1(e) attached hereto is a true and complete copies list of all Real Property to be conveyed to Buyer at the LeasesClosing. The Real Property constitutes the only real property required to operate the Station in the manner it is presently operated. (b) Seller holds good, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties has good record marketable and marketable title in insurable fee simple title to such real property the Tower Site Property, free and clear of all Liens, except for Liens except as set forth described in Schedule 2.9(a). Seller has no knowledge or information SCHEDULE 1.1(e) attached hereto, and easements, covenants and non-monetary encumbrances granted in the ordinary course of any facts, circumstances or conditions business which do or would not interfere in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, material respect with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the best of Seller's knowledge, the Real Properties and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In Station on the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real PropertiesTower Site Property. (c) There Seller has valid leasehold interests in the Studio Property, free and clear of all Liens, except for (i) rights of sublessees which are identified on SCHEDULE 1.1(e), and (ii) Liens described in SCHEDULE 1.1(e) attached hereto. Seller enjoys peaceful and undisturbed possession under the Studio Lease. To Seller's knowledge, no condemnation other party to the Studio Lease is in default thereunder or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for breach thereof, and the taking of the whole or any part Studio Lease is valid and in full force and effect. (d) None of the Real Properties for public or quasi-public use pending Property lies in an area which is, or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, subject to zoning, use, or building code restrictions which would prohibit the only locations where any continued use of such Real Property in the radio broadcasting business, and no Real Property lacks or shall as of the Assets Closing Date lack dedicated access from a public right of way. Except as disclosed on SCHEDULE 1.1(e), the Real Property and the improvements constructed thereon, as well as the current uses thereof, conform in all material respects with all restrictive covenants and with all applicable zoning, environmental and building codes, laws, rules and regulations, including "set back" restrictions. There are or will be locatedno pending or, to Seller's knowledge, threatened condemnation proceedings relating to any Real Property. (e) All waterAny and all buildings, sewerstructures, gasfixtures, electricor other improvements located on the Real Property and used in the operation of the Station: (i) are structurally sound and free of material defect; (ii) have been regularly maintained and are in good condition and repair, telephone ordinary wear and drainage tear excepted; and (iii) are equipped with all necessary mechanical and electrical facilities, and all other utilities required by any Law or by such equipment and facilities are in good working order, condition and repair; and (iv) are located entirely within the normal use and operation boundaries of the such Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereonProperty. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective terms.

Real Properties. (a) Seller has delivered to Purchaser true and complete copies Section 2.16(a) of the LeasesSeller Disclosure Letter sets forth a list of all leases, together with all amendments thereto. To the best of Seller's knowledgesubleases, each applicable owner licenses and occupancy agreements in respect of the Real Properties has good record and marketable title in fee simple Leased Sites pursuant to such real property free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any facts, circumstances or conditions which do or would in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of its Subsidiaries is a tenant, subtenant, licensee or occupant thereunder (the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto“Transferred Real Property Leases”). (b) To Seller or another member of the best Seller Group as identified in Section 2.16(b) of Seller's knowledgethe Seller Disclosure Letter has good, the Real Properties valid and all improvements located thereon indefeasible fee simple title to each Owned Site and the present use thereof comply with▇▇▇▇▇▇▇▇▇▇ Site and such good and valid fee title is not subject to any Liens, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancyother than Permitted Liens. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and (i2.16(b) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or RestaurantsSeller Disclosure Letter, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs options, rights of first offer or rights of first refusal to purchase any Owned Site, the Real Properties ▇▇▇▇▇▇▇▇▇▇ Site or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlordportion thereof. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy As of the Real Properties for Closing Date, the purposes for which they are intended applicable Acquired Entity will have good, valid and indefeasible fee simple title to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued each Owned Site and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use good and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect valid fee title will not be subject to any such Real PropertiesLiens, other than Permitted Liens. (c) There are no condemnation Seller or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking applicable member of the whole or any part Seller Group as identified in Section 2.16(a) of the Real Properties for public or quasi-public use pending orSeller Disclosure Letter has valid and subsisting leasehold interests in the Leased Sites, to free and clear of all Liens, other than Permitted Liens. As of the knowledge Closing Date, the applicable Acquired Entity will have valid and subsisting leasehold interests in the applicable Leased Sites, the ▇▇▇▇▇▇▇▇▇▇ Leasehold Site and the leasehold interests under Interim Leases (if any), free and clear of Sellerall Liens, threatened against the Real Propertiesother than Permitted Liens. (d) The Real Properties and all improvements thereon represent all No parcel of any Owned Site, no parcel of the locations at which the Seller conducts business relating ▇▇▇▇▇▇▇▇▇▇ Site and, to the Restaurants and areKnowledge of Seller, nowno parcel on which any Leased Site is located is subject to any Order to be sold or is being condemned, and at Closing will beexpropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to the only locations where Knowledge of Seller, has any of the Assets are condemnation, expropriation or will be locatedtaking been proposed. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation Except as set forth in Section 2.16(e) of the Real Properties and the Restaurants located thereon are installed to the property lines Seller Disclosure Letter, as of the respective Real Propertiesdate of this Agreement, there are connected pursuant no pending material property insurance claims with respect to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization any interest of any member of the Real Properties Seller Group in any Transferred Site or any portion thereof. As of the date of this Agreement, neither Seller nor any other member of the Seller Group has received any written notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Transferred Site or any portion thereof (i) requesting Seller or any other member of the Seller Group to perform any material repairs, alterations, improvements or other work to any portion of a Transferred Site which Seller has not completed in full or (ii) notifying Seller or any other member of the Seller Group of any defects or inadequacies in such Transferred Site which would materially and adversely affect the Restaurants located thereoninsurability of such Transferred Site or the premiums for the insurance thereof. (f) All licensesExcept for the Transferred Customer Contracts, permitsthe Shared Customer Contracts (including any such Transferred Customer Contracts and Shared Customer Contracts entered into after the date hereof in compliance with Section 4.01 hereof) and the Transferred Tenant Leases, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from neither Seller nor any other Persons, for the normal use and operation member of the Real Properties and Seller Group has entered into or is otherwise bound by any lease, sublease, license, option, right or agreement granting to any Person the Restaurants located thereon and right to ensure adequate vehicular and pedestrian ingress to and egress from use or occupy all or any portion of the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and enforceable in accordance with their respective termsTransferred Sites.

Real Properties. (a) Seller has delivered to Purchaser true and complete copies Section 2.9 of the LeasesDisclosure Schedule lists all real properties either owned or leased by the Company. With respect to real properties owned by the Company, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner Section 2.9 of the Real Properties has good record Disclosure Schedule includes a common and marketable title in fee simple legal description of each property. With respect to such real property free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any factsproperties leased by the Company, circumstances or conditions which do or would in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any Section 2.9 of the applicable landlords has against Disclosure Schedule includes a brief description of the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the best of Seller's knowledgeoperating facilities located thereon, the Real Properties and all improvements located thereon annual rent payable thereon, the length of the term, any option to renew with respect thereto and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant notice and other provisions with respect to termination of rights to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancythereof. Except as set forth in Section 2.7 to 2.9 of the best of Seller's knowledgeDisclosure Schedule, the Real Properties Company has good and marketable fee simple record title in and to, or a leasehold interest in and to, all of its real property assets and fixtures reflected in the Restaurants located thereon are in a state Latest Balance Sheet and all of good maintenance its real property assets and repair and are in good operating condition, normal wear and tear excepted, and (i) Seller is not aware of any material, physical fixtures purchased or mechanical defects in any otherwise acquired since the date of the Real Properties Latest Balance Sheet (except for real property assets and or Restaurants, including, without limitation, fixtures sold in the structural portions ordinary course of business since the date of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other systems therein and all such systems are Latest Balance Sheet). Except as set forth in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy Section 2.9 of the Real Properties for the purposes for which they are intended and to which they are presently devoted includingDisclosure Schedule, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation of any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or the owner of the Real Properties or any insurance company with respect to any such Real Properties. (c) There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Properties for public or quasi-public use pending or, to the knowledge of Seller, threatened against the Real Properties. (d) The Real Properties and all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing will be, the only locations where any of the Assets are or will be located. (e) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Real Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements leasehold interests are valid and binding, in full force and effect and enforceable in accordance with their respective termsterms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in Section 2.9 of the Disclosure Schedule, none of the real property assets or fixtures owned by the Company is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except for any Permitted Liens. Except as set forth in Section 2.9 of the Disclosure Schedule, to the knowledge of the Company, after reasonable and diligent inquiry, all real properties owned by and leased to the Company used in the conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in Section 2.9 of the Disclosure Schedule, each such real property and its present use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of the Company, no such Law contemplated that would affect adversely the right of the Company to own or lease and operate and use such real properties. Except as set forth in Section 2.9 of the Disclosure Schedule, all public utilities necessary for the use and operation of any facilities on the aforesaid real properties are available for use or access at such properties and there is no legal or physical impairment to free ingress or egress from any of such facilities or real properties.