Common use of Real Property Owned and Leased Clause in Contracts

Real Property Owned and Leased. (i) Neither the Company nor any of its Subsidiaries owns real property used or useful in the conduct of the Business, except as set forth in the Disclosure Schedule. (ii) The Disclosure Schedule correctly identifies each parcel of real estate currently leased by or to the Company or any of its Subsidiaries, together in each case with an accurate street address, date of the lease and any amendments, name of landlord, description of the use of such parcel and summary of the term and annual rent payable in respect thereof. For purposes hereof the real property owned or leased by the Company or any of its Subsidiaries described on the Disclosure Schedule is herein called the "Real Estate". (iii) The respective interest of the Company and its Subsidiaries in the Real Estate is held free and clear of all Liens or other encumbrances of any kind, except Permitted Liens. The Company and each of its Subsidiaries has good and marketable title to all of the Real Property owned by it. The Company and each of its Subsidiaries has all the right, title and interest of the lessee or sublessee in each lease or sublease described on the Disclosure Schedule and presently occupies the property leased or subleased by it under each such lease or sublease and, except as set forth in the Disclosure Schedule, no consent under any such lease or sublease is necessary for the consummation of the Merger. No event has occurred which (with the giving of notice or passage of time or both) would impair any right of the Company or any of its Subsidiaries to exercise and obtain the benefits of any options contained in any such lease or sublease and there is no default by the Company or any of its Subsidiaries or basis for acceleration or termination by the lessor or sublessor thereunder, nor has any event occurred which (with the giving of notice or passage of time or both) would constitute a default by the Company or any of its Subsidiaries, or result in or permit the acceleration of any obligation by the lessor or sublessor, under any such lease or sublease, or, to Company's knowledge (without inquiry), under any underlying ground or master lease, instrument, mortgage or deed of trust of the lessor or sublessor, which default or acceleration would materially and adversely affect any such lease or sublease or the Real Estate or present use of the property covered thereby. (iv) The improvements and fixtures located on the Real Estate are in adequate condition and are structurally sound, and all mechanical and other systems located therein are in adequate operating condition, subject to normal wear and tear, and, to the Company's knowledge, no condition exists requiring material repairs, alterations or corrections, except for ongoing maintenance and scheduled remodels in the Ordinary Course of Business. (v) The Company and its Subsidiaries have obtained, all easements, authorizations and rights-of-way which are necessary to ensure reasonable vehicular and pedestrian ingress and egress to and from the Real Estate, the absence of which would have a Material Adverse Effect on the Company or any such Subsidiary. To the Company's knowledge, there are (A) no restrictions on entrance to or exit from the Real Estate to public streets, (B) no condition which will result in the termination or limitation of access to the Real Estate to public streets, (C) municipal improvements commenced or proposed in connection with any of the Real Estate or any street or property adjacent thereto which is likely to impede access to the Real Estate, or (D) no claims affecting any of the Real Estate or interests therein pending or threatened which might curtail or interfere with the use of the Real Estate for the purpose for which it is now used, which in any case would have a Material Adverse Effect on the Company or any such

Real Property Owned and Leased. (ia) Neither the Company nor any Schedule 2B.10 to be provided to Buyer in accordance with Section 6.11 contains a complete and accurate list and full description of its Subsidiaries owns all real property used or useful (including without limitation plants, warehouses, interests in the conduct of the Businessreal property, except as set forth in the Disclosure Schedule. (iidistribution centers, structures and other buildings) The Disclosure Schedule correctly identifies each parcel of real estate currently leased by or to the Company or any of its Subsidiaries, together in each case with an accurate street address, date of the lease and any amendments, name of landlord, description of the use of such parcel and summary of the term and annual rent payable in respect thereof. For purposes hereof the real property owned or leased by the Company or any of its Subsidiaries described on the Disclosure Schedule is herein called (the "Real EstateProperty". (iii) ). The respective Company is not the owner or lessee of, or subject to any agreement or option to own or lease, any immovable or real property or any interest in any immovable or real property other than the Real Property. The Company is the sole owner or lessee, as the case may be, of the Company Real Property and its Subsidiaries has (a) good and marketable title to the real property owned by it and (b) good and valid title to the leasehold estates in the Real Estate is held all real property and interests in real property leased by it, in each case, free and clear of all Liens mortgages, liens, security interests, pledges, leases, subleases, encumbrances, charges, assignments, easements, claims or other encumbrances restrictions and defects of any kindtitle, except Permitted Liens(i) as are set forth in Schedule 2B.10, (ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and (iii) which do not impair the current use or diminish the value of the property affected to any material extent. The All plants, warehouses, interests in real property, distribution centers, structures and other buildings of the Company were constructed in accordance with all applicable laws and are currently used in the operation of the business of the Company and each are adequately maintained and are in good operating condition and repair for the requirements of its Subsidiaries the business as presently conducted by the Company and the Company has good adequate rights of ingress and marketable title egress on them. (b) No action, suit, claim, investigation, condemnation or expropriation proceeding is pending or, to all the knowledge of the Sellers, threatened against any of the Real Property owned which would preclude or impair the use of any of the Real Property for the purposes for which they are currently used. There are no outstanding work orders from or required by itany municipality, police department, fire department, sanitation, health or safety authorities or from any other Person and there are no matters under discussion with or by the Company relating to work orders. There are no agreements or other documents which affect or relate to title to the Real Property, other than as registered against title to the Company. The Company has not granted to any other party any right to purchase, right of first refusal, option or other contractual rights with respect to any of Real Property, and each has not entered into any agreement to encumber or otherwise dispose of its Subsidiaries has all or impair the Company's right, title and interest in and to the Real Property. All municipal and school, general and special taxes affecting the Real Property have been paid and are up to date. (c) Each lease is in good standing, creates a good and valid leasehold estate in the leased properties thereby demised and is in full force and effect without amendment. With respect to each lease (i) the lease (or a notice in respect of the lessee or sublessee in each lease or sublease described on the Disclosure Schedule and presently occupies the property leased or subleased by it under each such lease or sublease and, except as set forth lease) will at closing be properly registered in the Disclosure Scheduleappropriate land registry office, (ii) all rents and additional rents have been paid, (iii) no consent under any such lease waiver, indulgence or sublease is necessary for the consummation postponement of the Merger. No lessee's obligations has been granted by the lessor, (iv) there exists no event has occurred which of default or event, occurrence, condition or act (including the purchase of the Stock) which, with the giving of notice or passage notice, the lapse of time or both) would impair any right of the Company or any of its Subsidiaries to exercise and obtain the benefits happening of any options contained in any such lease other event or sublease and there is no default by the Company or any of its Subsidiaries or basis for acceleration or termination by the lessor or sublessor thereundercondition, nor has any event occurred which (with the giving of notice or passage of time or both) would constitute become a default by the Company or any of its Subsidiaries, or result in or permit under the acceleration of any obligation by the lessor or sublessor, under any such lease or sublease, or, to Company's knowledge (without inquiry), under any underlying ground or master lease, instrument, mortgage or deed of trust of the lessor or sublessor, which default or acceleration would materially and adversely affect any such lease or sublease or the Real Estate or present use of the property covered thereby. (iv) The improvements and fixtures located on the Real Estate are in adequate condition and are structurally sound, and all mechanical and other systems located therein are in adequate operating condition, subject to normal wear and tear, and, to the Company's knowledge, no condition exists requiring material repairs, alterations or corrections, except for ongoing maintenance and scheduled remodels in the Ordinary Course of Business. (v) The Company and its Subsidiaries have obtained, all easements, authorizations and rights-of-way which are necessary to ensure reasonable vehicular and pedestrian ingress and egress to and from the Real Estate, the absence of which would have a Material Adverse Effect on the Company or any such Subsidiary. To the Company's knowledge, there are (A) no restrictions on entrance to or exit from the Real Estate to public streets, (B) no condition which will result in the termination or limitation of access to the Real Estate to public streets, (C) municipal improvements commenced or proposed in connection with knowledge of any of the Real Estate or any street or property adjacent thereto which is likely to impede access to the Real EstateSellers, or (D) no claims affecting any all of the Real Estate or interests therein pending or threatened which might curtail or interfere with covenants to be performed by any party (other the use of Company) under the Real Estate for the purpose for which it is now usedlease have been fully performed, which in any case would and (vi) all leasehold improvements have a Material Adverse Effect on the Company or any suchbeen completed.

Real Property Owned and Leased. (i) Neither With respect to the Company nor any of its Subsidiaries owns real property used or useful in Real Property and the conduct of the Business, Leased Property and except as set forth in Section 3.24(a) of the HNB Disclosure Schedule.: (iii) The Disclosure Schedule correctly identifies each parcel of real estate currently leased by HNB or to HNB Bank, as the Company or any of its Subsidiariescase may be, together in each case with an accurate street address, date of the lease and any amendments, name of landlord, description of the use of such parcel and summary of the term and annual rent payable in respect thereof. For purposes hereof the real property owned or leased by the Company or any of its Subsidiaries described on the Disclosure Schedule is herein called the "Real Estate". (iii) The respective interest of the Company and its Subsidiaries in the Real Estate is held free and clear of all Liens or other encumbrances of any kind, except Permitted Liens. The Company and each of its Subsidiaries has good and marketable title to all the Real Property, free and clear of any security interest, mortgage, deed of trust, easement, covenant, or other restriction, except for installments of regular or special assessments of taxes not yet delinquent and recorded easements, covenants and other restrictions which do not impair the current use, occupancy, value, or marketability of title, of the Real Property owned by it. The Company and each of its Subsidiaries has all the right, title and interest of the lessee or sublessee in each lease or sublease described on the Disclosure Schedule and presently occupies the property leased or subleased by it under each such lease or sublease and, except as set forth in the Disclosure Schedule, no consent under any such lease or sublease is necessary for the consummation of the Merger. No event has occurred which (with the giving of notice or passage of time or both) would impair any right of the Company or any of its Subsidiaries to exercise and obtain the benefits of any options contained in any such lease or sublease and there is no default by the Company or any of its Subsidiaries or basis for acceleration or termination by the lessor or sublessor thereunder, nor has any event occurred which (with the giving of notice or passage of time or both) would constitute a default by the Company or any of its Subsidiaries, or result in or permit the acceleration of any obligation by the lessor or sublessor, under any such lease or sublease, or, to Company's knowledge (without inquiry), under any underlying ground or master lease, instrument, mortgage or deed of trust of the lessor or sublessor, which default or acceleration would materially and adversely affect any such lease or sublease or the Real Estate or present use of the property covered thereby.Property; (ivii) The improvements and fixtures located on the Real Estate are in adequate condition and are structurally sound, and all mechanical and other systems located therein are in adequate operating condition, subject to normal wear and tear, and, to the Company's knowledge, no condition exists requiring material repairs, alterations or corrections, except for ongoing maintenance and scheduled remodels in the Ordinary Course of Business. (v) The Company and its Subsidiaries have obtained, all easements, authorizations and rights-of-way which are necessary to ensure reasonable vehicular and pedestrian ingress and egress to and from the Real Estate, the absence of which would have a Material Adverse Effect on the Company or any such Subsidiary. To the Company's knowledge, there are (A) no restrictions on entrance to pending or exit from the Real Estate to public streetsthreatened foreclosures, (B) no condition which will result in the termination condemnation proceedings, lawsuits or limitation of access administrative actions relating to the Real Estate to public streetsProperty or Leased Property or other matters affecting adversely the current use, occupancy or value thereof; (Ciii) municipal the legal description for the Real Property describes the Real Property fully and adequately, the buildings and improvements commenced or proposed in connection with any thereon are located within the boundary lines of the Real Estate or any street or property adjacent thereto which is likely to impede access to the Real EstateProperty, or are not in violation of applicable setback requirements, zoning laws, and ordinances (D) no claims affecting any and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not encroach on any easement which may burden the land. The Real Estate or interests therein pending or threatened which might curtail or interfere Property does not serve any adjoining property for any purpose inconsistent with the use of the Real Estate for Property, and the purpose Real Property is not located within any flood plain or subject to any similar type restriction for which it is now usedany permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities or branch banks located on Real Property or Leased Property have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, which in rules and regulations; (v) other then rights inuring to HNB or HNB Bank under a lease thereof, if any, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any case would have a Material Adverse Effect on Person the Company right of use or occupancy of any portion of the Real Property or Leased Property; (vi) there are no outstanding options or rights of first refusal to purchase the Real Property, or any suchportion thereof or interest therein; (vii) no Person (other than HNB Bank) is in possession or occupying the Real Property or Leased Property; (viii) all leases of the Leased Property are legal, valid and binding; all rent payments are current; no leases of any Leased Property are in default; and all leases of Leased Property will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Merger as immediately prior thereto.

Real Property Owned and Leased. (i) Neither Royal Palm does not own or have a direct or indirect ownership interest in any real property. With respect to the Company nor any of its Subsidiaries owns real property used or useful in Real Property and the conduct of the Business, Leased Property and except as set forth in Section 3.24(a) of the RP Disclosure Schedule.: (iii) The Disclosure Schedule correctly identifies each parcel of real estate currently leased by or to the Company or any of its Subsidiaries, together in each case with an accurate street address, date of the lease and any amendments, name of landlord, description of the use of such parcel and summary of the term and annual rent payable in respect thereof. For purposes hereof the real property owned or leased by the Company or any of its Subsidiaries described on the Disclosure Schedule is herein called the "Real Estate". (iii) The respective interest of the Company and its Subsidiaries in the Real Estate is held free and clear of all Liens or other encumbrances of any kind, except Permitted Liens. The Company and each of its Subsidiaries RP Bank has good and marketable title to all the Real Property, free and clear of any security interest, mortgage, deed of trust, easement, covenant, or other restriction, except for installments of regular or special assessments of taxes not yet delinquent and recorded easements, covenants and other restrictions which do not impair the current use, occupancy, value, or marketability of title, of the Real Property owned by it. The Company and each of its Subsidiaries has all the right, title and interest of the lessee or sublessee in each lease or sublease described on the Disclosure Schedule and presently occupies the property leased or subleased by it under each such lease or sublease and, except as set forth in the Disclosure Schedule, no consent under any such lease or sublease is necessary for the consummation of the Merger. No event has occurred which (with the giving of notice or passage of time or both) would impair any right of the Company or any of its Subsidiaries to exercise and obtain the benefits of any options contained in any such lease or sublease and there is no default by the Company or any of its Subsidiaries or basis for acceleration or termination by the lessor or sublessor thereunder, nor has any event occurred which (with the giving of notice or passage of time or both) would constitute a default by the Company or any of its Subsidiaries, or result in or permit the acceleration of any obligation by the lessor or sublessor, under any such lease or sublease, or, to Company's knowledge (without inquiry), under any underlying ground or master lease, instrument, mortgage or deed of trust of the lessor or sublessor, which default or acceleration would materially and adversely affect any such lease or sublease or the Real Estate or present use of the property covered thereby.Property; (ivii) The improvements and fixtures located on the Real Estate are in adequate condition and are structurally sound, and all mechanical and other systems located therein are in adequate operating condition, subject to normal wear and tear, and, to the Company's knowledge, no condition exists requiring material repairs, alterations or corrections, except for ongoing maintenance and scheduled remodels in the Ordinary Course of Business. (v) The Company and its Subsidiaries have obtained, all easements, authorizations and rights-of-way which are necessary to ensure reasonable vehicular and pedestrian ingress and egress to and from the Real Estate, the absence of which would have a Material Adverse Effect on the Company or any such Subsidiary. To the Company's knowledge, there are (A) no restrictions on entrance to pending or exit from the Real Estate to public streetsthreatened foreclosures, (B) no condition which will result in the termination condemnation proceedings, lawsuits or limitation of access administrative actions relating to the Real Estate to public streetsProperty or Leased Property or other matters affecting adversely the current use, occupancy or value thereof; (Ciii) municipal the legal description for the Real Property describes the Real Property fully and adequately, the buildings and improvements commenced or proposed in connection with any are located within the boundary lines of the Real Estate or any street or property adjacent thereto which is likely to impede access to the Real EstateProperty, or are not in violation of applicable setback requirements, zoning laws, and ordinances (D) no claims affecting any and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not encroach on any easement which may burden the land. The Real Estate or interests therein pending or threatened which might curtail or interfere Property does not serve any adjoining property for any purpose inconsistent with the use of the Real Estate for Property, and the purpose Real Property is not located within any flood plain or subject to any similar type restriction for which it is now usedany permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities or branch banks located on Real Property or Leased Property have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, which in rules and regulations; (v) other then rights inuring to RB Bank, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any case would have a Material Adverse Effect on party or parties the Company right of use or occupancy of any portion of the Real Property or Leased Property; (vi) there are no outstanding options or rights of first refusal to purchase the Real Property, or any suchportion thereof or interest therein; (vii) there are no parties (other than RP Bank) in possession of the Real Property or Leased Property; (viii) all leases of the Leased Property are legal, valid and binding; all rent payments are current; no leases of any Leased Property are in default; and all leases of Leased Property will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Merger as immediately prior thereto.