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. Integrity has Previously Disclosed to FNB a listing of all real property owned or leased by Integrity or any subsidiary (athe “Real Property”) Seller has delivered and all leases pertaining to Purchaser true and complete copies of any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”). With respect to all Real Property, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties Integrity or any subsidiary 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 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 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 (i) such lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are , (ii) there currently exists no existing defaults circumstance or offsets condition which constitutes an event of default by Integrity or any of the applicable landlords has against the enforcement of subsidiary (as lessor or lessee) or 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 respective lessor 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, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. The Real Property complies 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, except for such noncompliance as does not or would constitute not have a default thereunder by either party thereto. (b) To the best of Seller's knowledgeMaterial Adverse Effect on Integrity and its subsidiaries, and the Real Properties Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, fixtures included in 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 on 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 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 Merger) 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. (a) Seller has delivered to Purchaser true BlackRock 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 its Controlled Affiliates have good record and marketable title in fee simple to such all real property, and good and marketable title to all personal property owned by them which is material to the business of BlackRock and its Controlled Affiliates, in each case free and clear of all Liens except for Permitted Liens and such as set forth are described in a Schedule; and any real property and buildings held under lease by BlackRock and its Controlled Affiliates are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by BlackRock and its Controlled Affiliates, in each case except as described 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 terms4.17. There are exists no existing defaults material default or offsets condition, or any state of facts or event 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, giving of notice would constitute a default thereunder by either party thereto. (b) To material default, in the best performance 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 its obligations 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 Property Leases 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 BlackRock or any insurance company with respect to any such of its Controlled Affiliates is a party (the “BlackRock Real Properties. (cProperty Leases”) 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 SellerBlackRock, threatened against by any other party to any of such BlackRock Real Property Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the Real Properties. availability of equitable remedies (da) The Real Properties and all improvements thereon represent all each of the locations at which the Seller conducts business relating BlackRock Real Property Leases are legal, valid and binding obligations of BlackRock or a BlackRock Controlled Affiliate, as applicable, and, to the Restaurants knowledge of BlackRock, each other party to such Leases and are(b) each of the BlackRock Real Property Leases is enforceable against BlackRock or its Controlled Affiliate, nowas applicable, and, to the knowledge of BlackRock, each other party to such Lease, except in each case for failures that, individually or in the aggregate, have not had and at Closing will be, would not reasonably be expected to have or result in a BlackRock Material Adverse Effect. Neither BlackRock nor any of its Controlled Affiliates has received any written or oral communication from the only locations where landlord or lessor under any of the Assets are BlackRock Real Property Leases claiming that it is in breach of its obligations under such Leases, except for written or will oral communications claiming breaches that, individually or in the aggregate, would not reasonably be locatedexpected to have or result in a BlackRock Material Adverse Effect. (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. (axviii) Seller The Borrower and each Restricted Subsidiary has delivered good, insurable, exclusive, legal and marketable fee simple title to Purchaser true the owned Real Property and complete copies of the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, together with all amendments thereto. To the best of Seller's knowledge, in each applicable owner of the Real Properties has good record and marketable title in fee simple to such real property case free and clear of all Liens Liens, except as set forth for Permitted Liens. (xix) Each Material Real Property Lease is in Schedule 2.9(afull force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. Seller The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (xx) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has no knowledge or information received any notice of the intention of any factsGovernmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (xxi) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, circumstances the “Material Owned Real Property”), or conditions in which do the Borrower or would any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $1,000,000 are located, whether by lease, sublease, license or any way adversely affect other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Properties Property (together with each amendment, modification, restatement or supplement thereto collectively, the operation thereof “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, and the landlord with respect thereto, and (ii) any lease, sublease, license or business thereon sublicense of such Real Property by the Borrower or any Restricted Subsidiary as presently conducted lessor, licensor or as intended similar capacity. (xxii) All Material Owned Real Property is insured pursuant 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 policies and other bonds which are valid and binding in full force and effect and enforceable which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with its terms. There are no existing defaults or offsets which any prudent business practice in the industry of the applicable landlords has against the enforcement of Borrower and 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 theretoRestricted Subsidiaries. (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) 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.

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 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 Except as set forth in Schedule 2.9(a). Seller the Disclosure Schedule, the Company has no knowledge or information of any facts, circumstances or conditions which do or would good and marketable fee simple record title in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended and 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 real property assets and fixtures included in 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 occupancyAssets. Except as set forth in Section 2.7 the Disclosure Schedule, to the best knowledge of Seller's knowledgethe Company none of the real property assets or fixtures owned by the Company is subject to any mortgage, the Real Properties and the Restaurants located thereon are in a state pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and any kind or nature (whether or (i) Seller is Liens securing specified liabilities or obligations shown on the Latest Unaudited Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar Liens arising in the ordinary course of business; (iii) minor imperfections of title which do not aware materially impair the existing use of any materialsuch real property assets or fixtures; (iv) Liens for current Taxes not yet due and payable or being contested in good faith by appropriate proceedings; and (v) recorded real estate covenants, physical conditions, restrictions, easements, building or mechanical defects land use restrictions, and other encumbrances, which do not in any material respect, individually or in the aggregate, diminish the value of, or interfere with the current use of, such real property. Except as set forth in the Disclosure Schedule, to the best knowledge of the Real Properties and or RestaurantsCompany, includingall real properties owned by the Company are free from structural defects, 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 repair. Except as set forth in the Disclosure Schedule, 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 best knowledge of the Real Properties for the purposes for which they are intended Company each such real property and its present use conform in all respects to which they are presently devoted includingall occupational, without limitationsafety or health, for the operation of a Burger King restaurant thereonzoning, have been issued planning, subdivision, platting 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 similar 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 orand there is, to the knowledge of SellerCompany, threatened against no such Law contemplated that would affect adversely the Real Properties. (d) The Real Properties right of Company to own or lease and all improvements thereon represent all operate and use such real properties. Except as set forth in the Disclosure Schedule, to the best knowledge of the locations at which Company all public utilities necessary for 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 current use and operation of any facilities on the Real Properties 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. The Company is not a foreign person and is not controlled by a foreign person, as the Restaurants located thereon are installed to the property lines term foreign person is defined in Section 1445(f)(3) 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 thereonCode. (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 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 The only real property free and clear of all Liens except as set forth in Schedule 2.9(anow owned or operated by Temroc is the real property located at 4375 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxxx (the "Real Property"). 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 on SCHEDULE 3.10, Temroc owns good and marketable title to the best Real Property, free and clear of Seller's knowledgeliens, the Real Properties claims, encumbrances, options and the Restaurants located thereon are in a state restrictions of good maintenance every kind and repair and are in good operating conditiondescription. Except as set forth on SCHEDULE 3.10, normal wear and tear excepted, and (i) Seller is Temroc has not aware received any notice of any material, physical alleged violations of any applicable Legal Requirement of any government or mechanical defects in governmental authority having jurisdiction over any part of the Real Properties and Property or Restaurants, including, without limitation, the structural portions operation of any part of the Real Properties and Restaurants and Property that has not been resolved before the plumbingdate of this Agreement. To the knowledge of Temroc, heatingthere is no existing, air conditioningpending, electricalcontemplated, 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 threatened 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 anticipated condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole all 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. (db) The Real Properties and all improvements thereon represent all Except for Temroc, there are no persons in possession or occupancy of any part of the locations at which the Seller conducts business relating Real Property or who have possessory rights with respect to the Restaurants and are, now, and at Closing will be, the only locations where any part of the Assets are Real Property. Temroc has not received any notice of any alleged violations of or will be locatedliability under any applicable Legal Requirements of any Governmental Body having jurisdiction over any part of the Real Property or the operation of any part of the Real Property or the Business. Except for the Real Property, Temroc is not a party to any lease or rental agreement with respect to any real property (whether as a landlord or a tenant). (ec) All waterTemroc has delivered to Parent all environmental studies, sewerreports, gasassessments, electric, telephone and drainage facilities, and all other utilities required by any Law sampling results or by the normal use and operation of audits that have been conducted with respect to the Real Properties and Property, the Restaurants located thereon are installed Facilities or the Business. Except as set forth on SCHEDULE 3.10, no person has disposed of any Hazardous Material or solid waste on the Real Property or at the Facilities during Temroc's tenure there, or to Temroc's knowledge, at any other time. No polychlorinated biphenyls were introduced to the property lines Real Property or any Facility during the tenure there of the respective Real PropertiesTemroc, are connected pursuant or to valid permitsTemroc's knowledge, 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 at any other Personstime. Except as set forth on SCHEDULE 3.10, 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.Temroc has

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.