Common use of Real Property Clause in Contracts

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Home or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Home Subsidiary (a) have marketable and valid has good title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Home Reports as being owned by Camber Home or a Camber Home Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Home Owned Properties”), free and clear of all material Liens, except (i) as noted in the latest balance sheet included in the Home Reports, (ii) statutory Liens securing payments not yet due, (iiiii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s due and payable or mechanic’s Liens being contested in good faith by appropriate proceedings and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which appropriate reserves have been established and reflected in the Home Reports, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Home Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Home Leased Properties” and, collectively with the Camber Home Owned Properties, the “Camber Home Real Property”), and any leases with respect is in possession of the properties purported to such leasehold estatesbe leased thereunder, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and to Home’s knowledge each such lease is valid and no event without default thereunder by the lessee or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberHome, threatened condemnation proceedings against the Camber Home Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Parent or any Subsidiary (such property collectively, the “Parent Owned Real Property”), except as is not having or would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect on CamberEffect, Camber and each Camber (i) either Parent or a Subsidiary (a) have marketable of Parent has good and valid title to such Parent Owned Real Property, free and clear of all the real property reflected Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto included in the Camber Parent SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after Documents filed prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreementsuch recent consolidated balance sheet of Parent or (E) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of a Material Adverse Effect on Camber. There Parent Owned Real Property or a Parent Leased Real Property as currently operated (each of the foregoing, a “Parent Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the Parent Owned Real Property by Parent for residential home building), (ii) there are no pending orreversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by Parent for residential home building of the Parent Owned Real Property affected thereby and (iii) neither Parent nor its Subsidiaries have collaterally assigned or granted a security interest in the Parent Owned Real Property except for Parent Permitted Liens. Neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Camber, Parent there is no pending or threatened condemnation proceedings against the Camber or eminent domain proceeding with respect to any Parent Owned Real Property, except as proceedings which are not having or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberSterling, Camber and each Camber Subsidiary (a) have Sterling or a Sterling Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Sterling Reports as being owned by Camber Sterling or a Camber Sterling Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Sterling Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Sterling Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Sterling Owned Properties, the “Camber Sterling Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberSterling, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSterling, threatened condemnation proceedings against the Camber Sterling Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except To the extent any real property taxes and assessments on the Premises are assessed directly to Tenant, Tenant shall be responsible for and shall pay prior to delinquency all such taxes and assessments levied against the Premises. Upon request by Landlord, Tenant shall furnish Landlord with satisfactory evidence of Tenant’s payment thereof. To the extent the Premises are taxed or assessed to Landlord following the Rent Commencement Date, such real property taxes and assessments shall constitute Operating Expenses (as would that term is defined in Section 5.2 of this Lease) and shall be paid in accordance with the provisions of Article 5 of this Lease. Notwithstanding the foregoing provisions, if real property taxes and assessments on the Service Annex are assessed directly to Tenant (which the parties do not reasonably expect to be expected the case), Tenant shall only be required to havebear a share of such Service Annex taxes and assessments proportional to the percentage of square footage of the Service Annex that is allocated to the Building, either individually and Landlord shall reimburse Tenant or cause Tenant to be reimbursed for the portion of such Service Annex taxes and assessments allocable to the Adjacent Building. Notwithstanding the foregoing, Tenant shall not be required to pay, and there shall not be included in Operating Expenses, any tax or assessment or increase therein (a) in the nature of a tax on Landlord’s net income, or in the aggregatenature of an inheritance, a Material Adverse Effect on Cambergift, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber transfer, estate or a Camber Subsidiary death tax; or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are in excess of the lessee amount which would be payable on a current basis if such tax or assessment were paid in installments over the full period for which such installments would customarily be paid; or (c) imposed on land or improvements other than those constituting part of all leasehold estates reflected the Center (except to the extent, if any, that an allocable share of real property taxes or assessments on land or improvements not constituting part of the Center may be chargeable to Landlord or the Center pursuant to the Master Declaration as defined in the latest audited financial statements Section 15.4 below, in which event such real property taxes or assessments may be included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or Operating Expenses to the knowledge of Camber, any other party thereto, of or extent permitted under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberArticle 5 below).

Real Property. Except Schedule 4.14(a) sets forth, as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement, a complete list of all material real property and interests in real property, foreign and domestic, owned in fee by Satlynx or any of its Subsidiaries (individually, a “Satlynx Owned Property”) or that is used exclusively in the AMC-23 Business (individually, an “AMC-23 Owned Property”). Schedule 4.14(b) sets forth, as of the date of this Agreement, a complete list of all material real property and interests in real property leased by Satlynx or any of its Subsidiaries (individually, a “Camber Satlynx Leased Property”) or that is leased exclusively in connection with the AMC-23 Business (individually, an “AMC-23 Leased Property”). (i) Either Satlynx or one of its Subsidiaries has good and marketable fee title to all Satlynx Owned PropertiesProperty and valid leasehold estates in all Satlynx Leased Property (a Satlynx Owned Property or Satlynx Leased Property being sometimes referred to herein, individually, as a “Satlynx Property”), and (ii) either SES or one of the SES Entities has good and marketable fee title to all AMC-23 Owned Property and valid leasehold estates in all AMC-23 Leased Property (an AMC-23 Owned Property or AMC-23 Leased Property being sometimes referred to herein, individually, as an “AMC-23 Property”), in each case free and clear of all material LiensEncumbrances, except (a) Permitted Encumbrances, (b) leases, subleases and similar agreements set forth in Schedule 4.14(b), (c) easements, covenants, rights-of-way and other similar restrictions of record that do not materially interfere with the current use of the relevant Satlynx Property or AMC-23 Property, (d) (i) statutory Liens securing payments not yet duezoning, building and other similar restrictions, (ii) Liens for real Encumbrances that have been placed by any developer, landlord or other third party on property Taxes not yet delinquent, over which either SES or one of the SES Entities has easement rights or on any Satlynx Leased Property or AMC-23 Leased Property and subordination or similar agreements relating thereto and (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, unrecorded easements, rights of way, covenants, conditions, restrictions rights-of-way and other similar encumbrances restrictions that do not materially affect interfere with the value or current use of the properties relevant Satlynx Property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real AMC-23 Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to all the each material real property reflected in (and each real property at which material operations of the latest audited balance sheet included in the Camber SEC Reports as being Company or any of its Subsidiaries are conducted) owned by Camber the Company or any Subsidiary, other than Company Real Property Leases and Rights-of-Way (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Camber Subsidiary of the Company has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Company or acquired after any of its Subsidiaries uses or occupies or has the date thereof right to use or occupy any material real property (except properties sold or otherwise disposed real property at which material operations of since the date thereof in the ordinary course Company or any of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementits Subsidiaries are conducted) (such property subject to a lease, sublease or other agreement, the “Camber Owned PropertiesCompany Leased Real Property,” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all material Liens other than any Company Permitted Liens, except (i) statutory Liens securing payments not yet dueand other than any conditions, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair lessee to the extent a leased property) thereof in the operation of its business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, . Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on Camberthe part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease.

Real Property. (a) Company Disclosure Schedule 4.10(a)(i)(A) sets forth a complete list of (i) all real property and interests in real property, including easements appurtenant thereto, owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, licensed or subleased by the Company as lessee or lessor, licensee or licensor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). The properties listed on Company Disclosure Schedule 4.10(a)(i)(B) are referred to herein as the “Excluded Properties.” The Company has good and marketable fee title to all Owned Property (other than the owned Excluded Properties), free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Company Disclosure Schedule 4.10(a)(i)(A) and (B) Permitted Exceptions. The Company Properties and the Excluded Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Business of the Company and which are necessary for the continued operation of the Business of the Company as the Business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon owned or leased by the Company taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon, taken as a whole, are in reasonably good operating condition, in each case in all material respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Except as would set forth on Company Disclosure Schedule 4.10(a)(ii) and except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company, none of the improvements located on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or Company Properties constitute a Camber Subsidiary or acquired after the date thereof (except properties sold legal non-conforming use or otherwise disposed require any special dispensation, variance or special permit under any Laws. The Company has delivered to Purchaser true, correct and complete copies of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet dueall deeds, title reports and surveys for the Owned Properties and (ii) Liens for real property Taxes the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances subject to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easementsany leases, rights of wayfirst refusal, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value options to purchase or use rights of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liensoccupancy, except for Permitted Encumbrances the Real Property Leases and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default those set forth on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany Disclosure Schedule 4.10(a)(iii).

Real Property. Except (i) Each of the Issuer, the Parent Guarantor and its subsidiaries has good and marketable fee simple title (or in the case of ground leases, a valid leasehold interest) to all real property owned or ground leased (as applicable) by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries or (C) would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, Effect; (ii) all of the leases and subleases material to the knowledge business of Camberthe Issuer, threatened condemnation proceedings against the Camber Real PropertyParent Guarantor and its subsidiaries, considered as one enterprise, and under which the Issuer, the Parent Guarantor or any of its subsidiaries hold Properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Parent Guarantor nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Issuer, the Parent Guarantor or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Parent Guarantor or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Issuer, the Parent Guarantor or any of its subsidiaries, and such mortgages and deeds of trust, are not cross-defaulted or cross-collateralized to any property not owned, or owned, directly or indirectly, in whole or in part, by the Issuer, the Parent Guarantor or its subsidiaries; (iv) to the knowledge of the Issuer, the Parent Guarantor and its subsidiaries, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Issuer, the Parent Guarantor and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Issuer, the Parent Guarantor or any of its subsidiaries has received from any Governmental Entities any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Issuer, the Parent Guarantor or any of its subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vii) neither the Parent Guarantor nor any subsidiary has received written notice of a proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Issuer, the Parent Guarantor or any of its subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof except such as (A) are described in the Registration Statement, General Disclosure Package and Prospectus or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ix) the Issuer, the Parent Guarantor or one or more of its subsidiaries has obtained, on Camberor prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title insurance policy has not yet been issued, a binding commitment by such title insurance company to issue such a policy, in any event covering each Property, with coverage in an amount at least equal to 80% to the cost of acquisition of such Property (including the principal amount of any indebtedness assumed in connection with such acquisition) by the Issuer, the Parent Guarantor or its subsidiary in which title to such property is vested, including the principal amount of any indebtedness assumed with respect to the Property, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect; (x) except as would not individually or in the aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the improvements on any Property encroach on any adjacent property, streets or alleys; (xi) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Issuer, the Parent Guarantor nor any of its subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xii) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Issuer, the Parent Guarantor nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel; (xiii) all real property owned or leased by the Parent Guarantor or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Parent Guarantor has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Issuer and the Parent Guarantor, water, storm water, sanitary sewer, electricity and telephone service are all available at the property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property; except as described in the General Disclosure Package and the Prospectus, to the knowledge of the Issuer and the Parent Guarantor, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (xv) to the knowledge of the Issuer and the Parent Guarantor, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, and, with respect to (A) through (G) below, except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any lease have been paid more than one (1) month in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of space at the Properties (the “Leases”) are in possession of their respective premises; (D) none of the Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (E) none of the Issuer, the Parent Guarantor or any of its subsidiaries has waived any material provision under any of the Leases; (F) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Leases; and (G) no tenant under any of the Leases and no third party has a right of first refusal or other right to purchase the premises demised under such Lease.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberCharter, Camber and each Camber Subsidiary Charter or CharterBank, as applicable, (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Charter SEC Reports as being owned by Camber Charter or a Camber Subsidiary CharterBank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course Ordinary Course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this AgreementBusiness) (the “Camber Charter Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Charter Leased Properties” and, collectively with the Camber Charter Owned Properties, the “Camber Charter Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Charter’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCharter, threatened condemnation proceedings against the Camber Charter Real Property. Charter Disclosure Schedule Section 3.18 contains a complete and accurate list of each Charter Real Property, except including Lease commencement and termination dates and any notices required prior to consummation of the transactions contemplated by this Agreement, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberapplicable.

Real Property. Except (a) With respect to each material real property owned by the Company or any of its Subsidiaries as of the date hereof or in which the Company or any of its Subsidiaries owns an undivided interest (such property collectively, the “Company Owned Real Property”), except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber except as set forth in Section 3.15(a) of the Company Disclosure Schedule, (i) either the Company or a Subsidiary (a) have marketable and valid of the Company has insurable fee simple title to all the real property reflected such Company Owned Real Property or in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed case of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”)undivided interest, insurable title thereto, free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s other than Company Permitted Liens and statutory or common law Liens or encumbrances to secure landlordsconditions, lessors or renters under leases or rental agreements, (iv) Liensencroachments, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially and adversely affect the value or existing use of the properties or assets real property subject thereto by the owner (or affected thereby or otherwise materially impair lessee to the extent a leased property) thereof in the operation of its business operations at such properties and in the ordinary course (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), (ii) there are no leases, subleases or licenses affecting any portion of the Company Owned Real Property that would reasonably be expected to materially and adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon in the ordinary course and (biii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the lessee existing use of all leasehold estates reflected the Company Owned Real Property by the Company in the latest audited financial statements included operation of its business thereon in such Camber SEC Reports or acquired after the ordinary course. As of the date thereof (except for leases that have expired by their terms since hereof, neither the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”Company nor any of its Subsidiaries has received written notice of any pending, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseCompany Owned Real Property, except where such breach or default, either individually or in the aggregate, proceedings which would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually CenterState or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber CenterState Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CenterState Reports as being owned by Camber CenterState or a Camber CenterState Subsidiary or acquired after the date thereof which are material to CenterState’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CenterState Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CenterState Reports or acquired after the date thereof which are material to CenterState’s business (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CenterState Owned Properties, the “Camber CenterState Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCenterState, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCenterState, threatened condemnation proceedings against the Camber CenterState Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property. (b) The Crescent SEC Documents refer to all Crescent Owned Real Property (in all material respects) as of their respective dates. Crescent and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Crescent Owned Real Property, free and clear of any Liens other than Crescent Permitted Liens and other than title defects which would not in the aggregate have a Material Adverse Effect. (c) Except for such exceptions as would not reasonably be expected not, in the aggregate, have a Material Adverse Effect (i) each Crescent Lease is valid and binding upon Crescent and its Subsidiaries and in full force and effect and grants the lessee under the Lease the exclusive right to haveuse and occupy the premises and (ii) each of Crescent and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Crescent Leases. To the knowledge of Crescent, either no non-monetary defaults exist under the Crescent Leases which, individually or in the aggregate, would have a Material Adverse Effect on CamberEffect. (d) The Crescent Real Property constitutes all of the fee, Camber leasehold and each Camber Subsidiary (a) have marketable other interests in real property, necessary for the conduct of, or otherwise material to, the business of Crescent and valid title to its Subsidiaries as it is currently conducted in all material respects. The use and operation of the real property reflected Crescent Real Property in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use conduct of the properties business of Crescent and its Subsidiaries does not violate any instrument of record or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect agreement affecting the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Crescent Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes orviolations that, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.4.2.13

Real Property. Except as would not reasonably be expected to have, either individually Discover or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Discover Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Discover Reports as being owned by Camber Discover or a Camber Discover Subsidiary or acquired after the date thereof which are material to Discover’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Discover Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) landlords’, lessors’, merchants’, materialmen’s, warehousemen’s, carriers’, workers’ or repairmen’s Liens or similar Liens arising or incurred in the ordinary course of business and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Discover Reports or acquired after the date thereof which are material to Discover’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Discover Owned Properties, the “Camber Discover Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and, to the knowledge of Discover, each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberDiscover, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberDiscover, threatened condemnation proceedings against the Camber Discover Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) For purposes of this Agreement, "Reckson Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Reckson in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Reckson Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Reckson's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Reckson Real Property as it is presently used and (vii) matters set forth in Schedule 4.1.12(a) of the Buyer Disclosure Schedule. "Reckson Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Reckson or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Reckson Real Property, or interests therein. "Reckson Leased Real Property" means all interests in real property pursuant to Reckson Leases. "Reckson Owned Real Property" means the real property owned in fee by Reckson and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Reckson and its Subsidiaries as it is currently conducted. "Reckson Real Property" means Reckson Owned Real Property and Reckson Leased Real Property. (b) The Reckson SEC Documents refer to all Reckson Owned Real Property (in all material respects) as of their respective dates. Reckson and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Reckson Owned Real Property, free and clear of any Liens other than Reckson Permitted Liens and other than title defects which would not in the aggregate have a Material Adverse Effect. (c) Except for such exceptions as would not reasonably be expected not, in the aggregate, have a Material Adverse Effect (i) each Reckson Lease is valid and binding upon Reckson and its Subsidiaries and in full force and effect and grants the lessee under the Lease the exclusive right to haveuse and occupy the premises and (ii) each of Reckson and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Reckson Leases. To the knowledge of Reckson, either no non-monetary defaults exist under the Reckson Leases which, individually or in the aggregate, would have a Material Adverse Effect on CamberEffect. (d) The Reckson Real Property constitutes all of the fee, Camber leasehold and each Camber Subsidiary (a) have marketable other interests in real property, necessary for the conduct of, or otherwise material to, the business of Reckson and valid title to its Subsidiaries as it is currently conducted in all material respects. The use and operation of the real property reflected Reckson Real Property in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use conduct of the properties business of Reckson and its Subsidiaries does not violate any instrument of record or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect agreement affecting the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Reckson Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes orviolations that, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.4.1.13

Real Property. Except Section 5.14 of the Monsoon Disclosure Letter sets forth a true and complete list, as would not reasonably of the date hereof, of (A) all real property and interests in real property owned or purported to be expected to have, either individually owned by Monsoon or any of its Subsidiaries (“Monsoon Owned Real Property”) and the address for each Monsoon Owned Real Property and (B) all real property and interests in the aggregatereal property leased by Monsoon or any Monsoon Subsidiary (each, a Material Adverse Effect on Camber“Monsoon Leased Real Property” and, Camber together with each Monsoon Owned Real Property, the “Monsoon Real Property”) and each Camber identifies the leases or subleases demising such Monsoon Owned Real Property (each, a “Monsoon Real Property Lease”). Monsoon or a Monsoon Subsidiary (a) have marketable has good and valid title to its freehold or leasehold estates in all the real property Monsoon Real Property, in each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest audited balance sheet included Monsoon Financial Statements, (ii) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Monsoon Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with IFRS have been established in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof latest Monsoon Financial Statements, (except properties sold or otherwise disposed of since the date thereof iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments consistent with past practice for sums not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties payable and (v) such imperfections or irregularities of title or Liens as which do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would notto, individually or in the aggregate, reasonably materially and adversely affect the use and operation of such assets as they are presently used and operated or intended to be expected to have a Material Adverse Effect on Camberused and operated in connection with the Monsoon Business (the items in clauses (i) through (v), collectively, “Monsoon Permitted Liens”).

Real Property. Except as would not reasonably be expected to have, either individually MainSource or in the aggregate, a Material Adverse Effect on Camber, Camber MainSource Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC MainSource Reports as being owned by Camber MainSource or a Camber MainSource Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber MainSource Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC MainSource Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “MainSource Leased Properties” and, collectively with the Camber MainSource Owned Properties, the “Camber MainSource Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse to MainSource’s knowledge, the lessor. Except as set forth on Section 3.19 of time or boththe MainSource Disclosure Schedule, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There there are no pending or, to the knowledge of CamberMainSource, threatened condemnation proceedings against the Camber MainSource Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all Neither of the Companies nor any of their respective Subsidiaries owns any real property reflected or interests in the latest audited balance sheet included in the Camber SEC Reports real property, other than OmniUK Real Property Leases (as being owned by Camber defined below) or a Camber Subsidiary or acquired after the date thereof LuxCo Real Property Leases (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”defined below), and the OmniUK Owned Property (b) are the lessee as defined below), as applicable. Schedule 2.12 sets forth a complete list of all leasehold estates reflected real property and interests in real property owned, leased or otherwise held by OmniUK and its Subsidiaries (such leased properties, individually, an "OmniUK Real Property Lease," and the real properties specified in such leases being referred to herein individually as an "OmniUK Property" and collectively as the "OmniUK Properties," and the owned property, the "OmniUK Owned Property") and LuxCo and its Subsidiaries (such leased properties, individually, a "LuxCo Real Property Lease," and the real properties specified in such leases being referred to individually as an "LuxCo Property" and collectively as the "LuxCo Properties" as respective lessees. Each of the Companies has made available true and complete copies of the OmniUK Real Property Leases and the LuxCo Real Property Leases. The OmniUK Property, LuxCo Property and OmniUK Owned Property constitute all interests in real property currently used or currently held for use in connection with the respective businesses of the Companies and their respective Subsidiaries and which are necessary for the continued operation of the respective businesses of the Companies and their respective Subsidiaries as such businesses are currently conducted. Each OmniUK Real Property Lease and LuxCo Real Property Lease is valid, binding, enforceable and in full force and effect, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally including such general equitable principles as may apply in the latest audited financial statements included enforcement of creditors' rights. Each of the Companies and each of their respective Subsidiaries has performed in such Camber SEC Reports or acquired after all material respects all obligations required to be performed by them, if any, under each OmniUK Real Property Lease and LuxCo Real Property Lease. Other than the date thereof consents set forth on the Summary (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”as herein defined), free and clear at Closing no event or conditions will exist which will constitute or, after notice or lapse of time or both, would constitute a default in any material respect on the part of the Companies or any of their respective Subsidiaries under any such OmniUK Real Property Lease or LuxCo Real Property Lease, as applicable. To each Company's knowledge, each other party to each OmniUK Real Property Lease or LuxCo Real Property Lease, as applicable, has in all material Liensrespects performed all obligations required to be performed by it, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, would constitute a default in any material breach or default respect on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any such other party thereto, of or under any such leaseOmniUK Real Property Lease or LuxCo Real Property Lease, except where such breach as applicable. All of the OmniUK Properties, LuxCo Properties, buildings, fixtures and improvements thereon owned or default, either individually leased by the Companies or any of their respective Subsidiaries are in the aggregate, would not reasonably be expected good operating condition and repair (subject to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cambernormal wear and tear).

Real Property. (a) Company Disclosure Schedule 4.11(a)(i)(A) sets forth a complete list of (i) all real property and interests in real property, including easements appurtenant thereto, owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, licensed or subleased by the Company as lessee or lessor, licensee or licensor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). The properties listed on Company Disclosure Schedule 4.11(a)(i)(B) are referred to herein as the “Excluded Properties.” The Company has good and marketable fee title to all Owned Property (other than the owned Excluded Properties), free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Company Disclosure Schedule 4.11(a)(i)(A) and (B) Permitted Exceptions. The Company Properties and the Excluded Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Business of the Company and which are necessary for the continued operation of the Business of the Company as the Business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon owned or leased by the Company taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon, taken as a whole, are in reasonably good operating condition, in each case in all material respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Except as would set forth on Company Disclosure Schedule 4.11(a)(ii) and except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Company, none of the improvements located on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or Company Properties constitute a Camber Subsidiary or acquired after the date thereof (except properties sold legal non-conforming use or otherwise disposed require any special dispensation, variance or special permit under any Laws. The Company has delivered to MergerLLC true, correct and complete copies of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet dueall deeds, title reports and surveys for the Owned Properties and (ii) Liens for real property Taxes the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances subject to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easementsany leases, rights of wayfirst refusal, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value options to purchase or use rights of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liensoccupancy, except for Permitted Encumbrances the Real Property Leases and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default those set forth on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany Disclosure Schedule 4.11(a)(iii).

Real Property. Attached as Schedule 3.9(a) is a Schedule of Real Property, which sets forth a complete and correct description of all real property owned or leased by the Minority Bank or in which the Minority Bank has an interest (other than as a mortgagee). Except as would not reasonably be expected set forth on Schedule 3.9(a), no real property or improvements are carried on the Minority Bank’s books and records as Other Real Estate Owned. The Minority Bank owns, or has a valid right to haveuse or a leasehold interest in, either individually or all real property used by it in the aggregateconduct of its business as such business is presently conducted. Except as otherwise set forth on Schedule 3.9(a), a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the ownership or leasehold interest of the Minority Bank in such real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or a Camber Subsidiary restrictions or acquired after the date thereof claims or charges of any kind (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the collectively, “Camber Owned PropertiesEncumbrances”), free and clear of all material Liensexcept for Minority Bank Permitted Encumbrances. As used in this Agreement, except “Minority Bank Permitted Encumbrances” shall mean (i) statutory Liens securing payments Encumbrances arising under conditional sales contracts and equipment leases with third parties under which the Minority Bank is not yet duedelinquent or in default, (ii) Liens for real property Taxes not yet delinquentcarriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) materialmen’s Encumbrances for taxes not yet due and payable or mechanic’s Liens that are being contested in good faith and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which proper reserves have been established and reflected on the Minority Bank Interim Balance Sheet, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances minor defects in title to real property that do not materially affect impair the value or intended use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and thereof, (v) such imperfections or irregularities of title or Liens as do not materially affect zoning and similar restrictions on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)real property, and (bvi) are the lessee of all leasehold estates reflected in the latest audited financial statements included case of any leased assets, (A) the rights of any lessor under the applicable lease agreement or any Encumbrance granted by any such lessor and (B) any statutory lien for amounts not yet due and payable, or that are being contested in such Camber SEC Reports or acquired after the date thereof (except good faith and for leases that have expired by their terms since the date thereof or which proper reserves have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, established and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default reflected on the part Minority Bank Interim Balance Sheet. All material certificates, licenses and permits required for the lawful use and occupancy of Camber or any Camber Subsidiary, or to real property by the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or Minority Bank have been obtained and are in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberfull force and effect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberCBC, Camber and each Camber Subsidiary (a) have CBC or a Subsidiary of CBC has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CBC Reports as being owned by Camber CBC or a Camber Subsidiary of CBC or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CBC Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CBC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CBC Owned Properties, the “Camber CBC Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCBC, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCBC, threatened condemnation proceedings against the Camber CBC Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberSunshine, Camber and each Camber Sunshine or its Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Sunshine SEC Reports as being owned by Camber Sunshine or a Camber its Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Sunshine Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Sunshine SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Sunshine Leased Properties” and, collectively with the Camber Sunshine Owned Properties, the “Camber Sunshine Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Sunshine’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSunshine, threatened condemnation proceedings against the Camber Sunshine Real Property. Sunshine Disclosure Schedule 3.18 contains a complete and accurate list of each Sunshine Real Property, except as would not, individually or in including lease commencement and termination dates and any notices required prior to consummation of the aggregate, reasonably be expected to have a Material Adverse Effect on Cambertransactions contemplated by this Agreement.

Real Property. Except (a) The Company or its Subsidiaries owns of record or beneficially the real property set forth in Section 3.16 of the Company Disclosure Schedule. With respect to the real property owned of record or beneficially by the Company or any Subsidiary (such property collectively, the “Company Owned Real Property”), except as is not having or would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to such Company Owned Real Property, free and clear of all the real property reflected Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Camber Company SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after Documents filed prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use such recent consolidated balance sheet of the properties Company or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (vE) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of a Material Adverse Effect on Camber. There Company Owned Real Property or a Company Leased Real Property as currently operated (each of the foregoing, a “Company Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the Company Owned Real Property by the Company for residential home building), (ii) there are no pending orreversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company for residential home building of the Company Owned Real Property affected thereby and (iii) neither the Company nor its Subsidiaries have collaterally assigned or granted a security interest in the Company Owned Real Property except for Company Permitted Liens. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Camber, the Company there is no pending or threatened condemnation proceedings against the Camber or eminent domain proceeding with respect to any Company Owned Real Property, except as proceedings which are not having or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected disclosed in the Vitran Disclosure Letter, neither Vitran nor any of the Vitran Subsidiaries owns or has agreed to haveacquire any real property or interest in real property (the real property described therein being referred to as the “Real Property”). Vitran or one or more of the Vitran Subsidiaries is the legal and beneficial owner of all Real Property, either have the exclusive right to possess, use and occupy, and have good and marketable title in fee simple to, all the Real Property free and clear of all Encumbrances, other than for the Real Property Encumbrances and for such defects in title or Encumbrances that, individually or in the aggregate, do not have a Material Adverse Effect on Camberand, Camber together with the rights of Vitran and each Camber Subsidiary (a) have marketable and valid title to all the Vitran Subsidiaries in respect of the Leased Real Properties, no other real property reflected in rights are necessary for the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use conduct of the properties business of Vitran and the Vitran Subsidiaries as currently conducted or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties contemplated to be conducted. There are no matters affecting the right, title and (v) such imperfections or irregularities interest of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Vitran or any Camber SubsidiaryVitran Subsidiary in and to any Real Property which, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected materially and adversely affect the ability of Vitran and the Vitran Subsidiaries to have carry on business upon the Real Property as it has been carried on in the Ordinary Course and no part of any Real Property is subject to any building or use restriction that restricts or would restrict or prevent the use and operation of the Real Property as it has been used or operated in the Ordinary Course in the past by Vitran and the Vitran Subsidiaries. All buildings, structures, improvements and appurtenances situated on the Real Property are in good operating condition and in a Material Adverse Effect on Camber. There state of good maintenance and repair and are no pending oradequate and suitable for the purposes for which they are currently being used, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except with such exceptions as would not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect on CamberEffect. Neither Vitran nor any Vitran Subsidiary has: (i) entered into any agreement to sell, transfer, encumber or otherwise dispose of or impair the right, title and interest of Vitran or any Vitran Subsidiary in and to any Real Property; or (ii) received any notification of, and Vitran has no knowledge of, any outstanding or incomplete work orders, deficiency notices or other current non-compliance with applicable Laws relating to any of the Real Property or any portion thereof. The current uses of all Real Property are permitted, in all material respects, under current zoning and land use regulations and applicable Laws and Vitran has no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting any Real Property or of any expropriation or condemnation or similar proceeding pending or threatened against any Real Property. Vitran is not aware of any claim or the basis for any claim that could adversely affect its or any Vitran Subsidiaries’ right to use, transfer or otherwise exploit any Real Property and neither Vitran nor any Vitran Subsidiary has any obligation to pay any material commission, royalty, license fee or similar payment to any Person with respect to the property rights in respect thereof.

Real Property. Except as would not reasonably be expected to have, either individually TCG or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber TCG Subsidiary (a) have marketable and valid has good title to all the real property reflected in the latest audited balance sheet included in the Camber SEC TCG Reports as being owned by Camber TCG or a Camber TCG Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber "TCG Owned Properties”"), free and clear of all material Liens, except (i) as noted in the latest balance sheet included in the TCG Reports, (ii) statutory Liens securing payments not yet due, (iiiii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s due and payable or mechanic’s Liens being contested in good faith by appropriate proceedings and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsfor which appropriate reserves have been established and reflected in the TCG Reports, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “"Permitted Encumbrances”"), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCG Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe "TCG Leased Properties" and, collectively with the Camber TCG Owned Properties, the “Camber "TCG Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”"), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto TCG's knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberTCG, threatened condemnation proceedings against the Camber TCG Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberTCF, Camber and each Camber Subsidiary (a) have TCF or a TCF Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC TCF Reports as being owned by Camber TCF or a Camber TCF Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber TCF Owned Properties”), ) free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber TCF Owned Properties, the “Camber TCF Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto TCF’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberTCF, threatened condemnation proceedings against the Camber TCF Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), ” free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually AMNB or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber AMNB Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber AMNB SEC Reports as being owned by Camber AMNB or a Camber AMNB Subsidiary or acquired after the date thereof which are material to AMNB’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this AgreementOrdinary Course) (the “Camber AMNB Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted EncumbrancesLiens”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber AMNB SEC Reports or acquired after the date thereof which are material to AMNB’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber AMNB Owned Properties, the “Camber AMNB Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Liens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or without default on thereunder by the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending lessee or, to the knowledge of CamberAMNB, the lessor. There are no pending or threatened condemnation proceedings against the Camber AMNB Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Xxxxxx Valley or in the aggregate, a Material Adverse Effect on Camber, Camber Xxxxxx Valley Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Xxxxxx Valley Reports as being owned by Camber Xxxxxx Valley or a Camber Xxxxxx Valley Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Xxxxxx Valley Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Xxxxxx Valley Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Xxxxxx Valley Leased Properties” and, collectively with the Camber Xxxxxx Valley Owned Properties, the “Camber Xxxxxx Valley Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Xxxxxx Valley’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberXxxxxx Valley, threatened condemnation proceedings against the Camber Xxxxxx Valley Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveset forth on Section 3.19 of the HopFed Disclosure Schedule, either individually HopFed or a HopFed Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property (including, without limitation, all real property used as bank premises and all other real estate owned (“OREO”)) reflected in Section 3.19 of the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary HopFed Disclosure Schedule or acquired after the date thereof hereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber HopFed Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in Section 3.19 of the latest audited financial statements included in such Camber SEC Reports HopFed Disclosure Schedule or acquired after the date thereof hereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “HopFed Leased Properties” and, collectively with the Camber HopFed Owned Properties, the “Camber HopFed Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto HopFed’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberHopFed, threatened condemnation proceedings against the Camber HopFed Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber the Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company SEC Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties ((i)-(iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Parent a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually NewBridge or in the aggregate, a Material Adverse Effect on Camber, Camber NewBridge Subsidiary has good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC NewBridge Reports as being owned by Camber NewBridge or a Camber NewBridge Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber NewBridge Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC NewBridge Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “NewBridge Leased Properties” and, collectively with the Camber NewBridge Owned Properties, the “Camber NewBridge Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto NewBridge’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberNewBridge, threatened condemnation proceedings against the Camber NewBridge Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) TXEN owns no fee simple interest in real property or easement rights. Except as would disclosed on Schedule 10.13, TXEN does not reasonably be expected lease any real property. All real property noted on Schedule 10.13 as being leased is referred to haveherein as the "Leased Real Property" and all leases relating to the Leased Real Property are disclosed on Schedule 10.13 and are referred to herein as the "Leases." TXEN has a good and valid leasehold as to the Leased Real Property leased by it, either free and clear of all mortgages, security interests, title defects, pledges, liens and the possibility of liens, charges, tenancies, restrictions and encumbrances other than Taxes and assessments, both general and special, which are a lien but not yet due and payable that do not, individually or in the aggregate, a Material Adverse Effect on Camber, Camber materially detract from the value of the Leased Real Property or materially impair the use and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date operation thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default carrying on the part business of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberTXEN. There are no pending or, to the best knowledge of CamberTXEN, threatened condemnation proceedings in eminent domain involving the Leased Real Property or any portion thereof, or for a sale in lieu thereof, or of any plans for a possible widening of the streets abutting the Leased Real Property or the imposition of any special taxes or assessments against the Camber Leased Real PropertyProperty or any portion thereof. To the best knowledge of TXEN, except the applicable zoning (without reliance on any variance, special permit or nonconforming use or other similar use), building, environmental, health and safety laws and regulations permit as would nota matter of right and without the incurrence by Surviving Corporation of any obligation or liability (including the obligation to incur any costs or expenses) the continued use of the Leased Real Property by Surviving Corporation for the same purposes and uses as same have been heretofore used by TXEN, individually or in including the aggregate, reasonably be expected to have a Material Adverse Effect on Camberoperation of TXEN's business.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberAtlantic Capital, Camber and each Camber Atlantic Capital or an Atlantic Capital Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Atlantic Capital Reports as being owned by Camber Atlantic Capital or a Camber an Atlantic Capital Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Atlantic Capital Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Atlantic Capital Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Atlantic Capital Owned Properties, the “Camber Atlantic Capital Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberAtlantic Capital, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberAtlantic Capital, threatened condemnation proceedings against the Camber Atlantic Capital Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberAnchor, Camber and each Camber Anchor or a Anchor Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Anchor SEC Reports as being owned by Camber Anchor or a Camber Anchor Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Anchor Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Anchor SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Anchor Leased Properties” and, collectively with the Camber Anchor Owned Properties, the “Camber Anchor Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Anchor’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberAnchor, threatened condemnation proceedings against the Camber Anchor Real Property. All real property, except as would notmachinery, individually equipment, furniture and fixtures owned or leased by Anchor or its Subsidiaries that is material to their respective businesses is structurally sound, in good operating condition (ordinary wear and tear excepted) and has been and is being maintained and repaired in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberordinary condition of business.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a an Ironman Material Adverse Effect on CamberEffect, Camber Ironman and each Camber Subsidiary the Ironman Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Ironman SEC Reports Documents as being owned by Camber Ironman or a Camber an Ironman Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Ironman Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Permitted Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), ; and (b) are the lessee of all have valid leasehold estates in all material real property leased, subleased, licensed or otherwise occupied by Ironman or the Ironman Subsidiaries as reflected in the latest audited financial statements included in such Camber Ironman SEC Reports Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Ironman or a Camber its Subsidiary) (such leasehold estates, collectively with the Camber Ironman Owned Properties, the “Camber Ironman Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid Liens, and no event or condition exists which constitutes or, after notice or lapse of time or both, will would reasonably be expected to constitute, a material breach or default on the part of Camber Ironman or any Camber Subsidiaryof the Ironman Subsidiaries, or to the knowledge of CamberIronman, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a an Ironman Material Adverse Effect on CamberEffect. There are no pending or, to the knowledge of CamberIronman, threatened condemnation proceedings against the Camber Ironman Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a an Ironman Material Adverse Effect on CamberEffect.

Real Property. Except (a) With respect to the real property owned by Bemis or any Bemis Subsidiary (such property collectively, the “Bemis Owned Real Property”), except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Bemis Material Adverse Effect on CamberEffect, Camber either Bemis or a Bemis Subsidiary has good and each Camber Subsidiary (a) have marketable and valid fee simple title to such Bemis Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable (or that may thereafter be paid without penalty) or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the real property reflected in consolidated financial statements of Bemis and the latest audited balance sheet Bemis Subsidiaries included in the Camber Bemis SEC Reports as being owned by Camber Documents, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof other similar Lien arising in the ordinary course of business and/or sales or dispositions described for amounts which are not overdue for a period of more than 90 days and for which adequate reserves have been established in subsequent Camber accordance with GAAP on the consolidated financial statements of Bemis and the Bemis Subsidiaries included in the Bemis SEC Reports through Documents, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet of Bemis included in the Bemis SEC Documents filed with the SEC prior to the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens Agreement or notes thereto or securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsIndebtedness reflected on such balance sheet, (iv) Liens, easements, rights which was incurred in the ordinary course of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect business since the value or use date of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and most recent consolidated balance sheet of Bemis included in the Bemis SEC Documents filed with the SEC prior to the date of this Agreement (v) that is an easement, covenant, condition or restriction of record as to which no material violation or encroachment exists or, if such imperfections violation or irregularities encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; (vi) that is a zoning or other governmentally established Lien as to which no material violation exists or, if such violation exists, as to which the cure of such violation would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; (vii) that is a railroad trackage agreement, utility, slope or drainage easement, right-of-way easement or lease regarding any sign as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Bemis or any of the Bemis Subsidiaries; or (viii) that is an imperfection of title or Liens as do license, if any, that does not materially affect impair the value use or use operation of any asset to which it relates in the conduct of the properties business of Bemis or assets subject thereto or affected thereby or otherwise materially impair business operations at any of the Bemis Subsidiaries; (ix) set forth in Section 3.15(a) of the Bemis Disclosure Letter (any such properties Lien described in any of clauses (collectivelyi) through (ix), a “Bemis Permitted EncumbrancesLien”). Neither Bemis nor any of the Bemis Subsidiaries has received notice of any pending, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberBemis there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseBemis Owned Real Property, except where such breach or defaultproceedings which have not had, either individually or in the aggregate, and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, a Bemis Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Bemis Owned Real Property or any portion thereof or interest therein, except as have not had, and would not reasonably be expected to have have, individually or in the aggregate, a Bemis Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber Company or a Camber Company Subsidiary or acquired after the date thereof which are material to Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof which are material to Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Jefferson or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Jefferson Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest most recent audited balance sheet included in the Camber SEC Jefferson Reports as being owned by Camber Jefferson or a Camber Jefferson Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Jefferson Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest most recent audited financial statements included in such Camber SEC Jefferson Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Jefferson Leased Properties” and, collectively with the Camber Jefferson Owned Properties, the “Camber Jefferson Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Jefferson’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberJefferson, threatened condemnation proceedings against the Camber any Jefferson Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have(i) The Company, either individually the Operating Partnership or the Subsidiaries have fee simple title (or in the aggregatecase of ground leases, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (avalid leasehold interest) have marketable and valid title to all of the real property reflected properties described in the latest audited balance sheet included in General Disclosure Package as owned or leased by them and the Camber SEC Reports as being improvements (exclusive of improvements owned by Camber tenants or a Camber Subsidiary or acquired after the date thereof by landlords, if applicable) located thereon (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (collectively, the “Camber Owned Properties”), in each case, free and clear of all material Liensliens, encumbrances, claims, security interests, restrictions and defects, except (i) statutory Liens securing payments such as are disclosed in the General Disclosure Package or as an exception to the title insurance reports furnished by the Company to counsel for the Managers, the Forward Purchasers and the Forward Sellers or do not yet duematerially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, the Operating Partnership or any of the Subsidiaries; (ii) Liens for real except as otherwise set forth in or described in the General Disclosure Package, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Company, the Operating Partnership or any of the Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with any loan not made to, or cross-collateralized to any property Taxes not yet delinquentowned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) materialmen’s except as otherwise set forth in or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlordsdescribed in the General Disclosure Package, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use none of the properties Company, the Operating Partnership or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use any of the properties Subsidiaries has received from any governmental authority any written notice of any condemnation of or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are zoning change affecting the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Properties or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, part thereof which if consummated would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orEffect, to and none of the knowledge Company, the Operating Partnership or any of Camberthe Subsidiaries knows of any such condemnation or zoning change which is threatened and, threatened condemnation proceedings against the Camber Real Propertyin each case, except as which if consummated would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, whether or not arising from transactions in the ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the General Disclosure Package and except for such failures to comply that would not individually or in the aggregate reasonably be expected to materially affect the value of the Properties or interfere in any material respect with the use made and proposed to be made of the Properties by the Company, the Operating Partnership or any of the Subsidiaries; (v) the Company, the Operating Partnership or a Subsidiary has obtained title insurance on Camberthe fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and all such policies of insurance are in full force and effect; (vi) except as otherwise described in the General Disclosure Package, none of the Company, the Operating Partnership, any of the Subsidiaries or, to the best knowledge of the Transaction Entities, any tenant of any of the Properties is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to any of the Properties, (y) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, or (z) any ground lease, sublease or operating sublease relating to any of the Properties, and neither the Company nor the Operating Partnership knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect; and (vii) except as otherwise described in the General Disclosure Package or would not, singly or in the aggregate, have a Material Adverse Effect, no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. The Company, the Operating Partnership and the Subsidiaries do not own or control, directly or indirectly any other fee interest in material real property, other than the real property described in the General Disclosure Package.

Real Property. Except as would not reasonably be expected to have, either individually First Financial or a First Financial Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property (including, without limitation, all real property used as bank premises and all other real estate owned (“OREO”)) reflected in Section 4.18 of the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary First Financial Disclosure Schedule or acquired after the date thereof hereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber First Financial Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in Section 4.18 of the latest audited financial statements included in such Camber SEC Reports First Financial Disclosure Schedule or acquired after the date thereof hereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “First Financial Leased Properties” and, collectively with the Camber First Financial Owned Properties, the “Camber First Financial Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto First Financial’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberFirst Financial, threatened condemnation proceedings against the Camber First Financial Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except Property that are material to the Company and its Subsidiaries taken as would not, individually or in a whole. The company has previously made available to Parent a complete list of all Company Real Property as of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CamberCBTX, Camber and each Camber CBTX or a CBTX Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CBTX Reports as being owned by Camber CBTX or a Camber CBTX Subsidiary or acquired after the date thereof which are material to CBTX on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CBTX Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, ; (ii) Liens for real property or ad valorem Taxes not yet delinquent, due and payable; (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties; and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv) collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CBTX Reports or acquired after the date thereof which are material to CBTX on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CBTX Owned Properties, the “Camber CBTX Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCBTX, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCBTX, threatened condemnation proceedings against the Camber CBTX Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberNCC, Camber and each Camber Subsidiary NCC or one of its Subsidiaries, as applicable, (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber NCC SEC Reports as being owned by Camber NCC or a Camber Subsidiary any of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course Ordinary Course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this AgreementBusiness) (the “Camber NCC Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and properties, (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (v) as set forth in NCC Disclosure Schedule Section 3.18 (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber NCC SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber NCC Owned Properties, the “Camber NCC Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto NCC’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberNCC, threatened condemnation proceedings against the Camber NCC Real Property. NCC Disclosure Schedule Section 3.18 contains a complete and accurate list of each NCC Real Property, except including Lease commencement and termination dates (excluding any renewal options relating thereto) and any notices or consents required prior to consummation of the transactions contemplated by this Agreement, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberapplicable.

Real Property. Except (a) With respect to the real property owned by the Company or any Subsidiary (such property collectively, the “Company Owned Real Property”), except as is not having or would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect on CamberEffect, Camber and each Camber (i) either the Company or a Subsidiary (a) have marketable of the Company has good and valid title to such Company Owned Real Property, free and clear of all the real property reflected Liens other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Camber Company SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after Documents filed prior to the date thereof hereof or securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use such recent consolidated balance sheet of the properties Company or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (vE) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of a Material Adverse Effect on Camber. There Company Owned Real Property or a Company Leased Real Property as currently operated (each of the foregoing, a “Company Permitted Lien”) (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use of the Company Owned Real Property by the Company for residential home building), (ii) there are no pending orreversion rights, outstanding options or rights of first refusal in favor of any other party to purchase, lease, occupy or otherwise utilize such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company for residential home building of the Company Owned Real Property affected thereby and (iii) neither the Company nor its Subsidiaries have collaterally assigned or granted a security interest in the Company Owned Real Property except for Company Permitted Liens. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Camber, the Company there is no pending or threatened condemnation proceedings against the Camber or eminent domain proceeding with respect to any Company Owned Real Property, except as proceedings which are not having or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberPACW, Camber and each Camber Subsidiary (a) have PACW or a PACW Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC PACW Reports as being owned by Camber PACW or a Camber PACW Subsidiary or acquired after the date thereof which are material to PACW and its Subsidiaries on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber PACW Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC PACW Reports or acquired established after the date thereof which are material to PACW and its Subsidiaries on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber PACW Owned Properties, the “Camber PACW Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberPACW, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberPACW, threatened condemnation proceedings against the Camber PACW Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually The Company or a Company Subsidiary has good and marketable title in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title fee simple to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or defaultthe lessor. Except as would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There the Company, there are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberUmpqua, Camber and each Camber Subsidiary (a) have Umpqua or an Umpqua Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Umpqua Reports as being owned by Camber Umpqua or a Camber an Umpqua Subsidiary or acquired after the date thereof which are material to Umpqua on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Umpqua Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Umpqua Reports or acquired after the date thereof which are material to Umpqua on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Umpqua Owned Properties, the “Camber Umpqua Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberUmpqua, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberUmpqua, threatened condemnation proceedings against the Camber Umpqua Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberFirstMerit, Camber and each Camber FirstMerit or a FirstMerit Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC FirstMerit Reports as being owned by Camber FirstMerit or a Camber FirstMerit Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described and (y) properties categorized as “other real estate owned” in subsequent Camber SEC Reports through the date of this Agreementsuch balance sheet) (the “Camber FirstMerit Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC FirstMerit Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “FirstMerit Leased Properties” and, collectively with the Camber FirstMerit Owned Properties, the “Camber FirstMerit Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberFirstMerit, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no material pending or, to the knowledge of CamberFirstMerit, threatened condemnation proceedings against the Camber any FirstMerit Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberCrossFirst, Camber and each Camber Subsidiary (a) have CrossFirst or a CrossFirst Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC CrossFirst Reports as being owned by Camber CrossFirst or a Camber CrossFirst Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber CrossFirst Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC CrossFirst Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber CrossFirst Owned Properties, the “Camber CrossFirst Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCrossFirst, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCrossFirst, threatened condemnation proceedings against the Camber CrossFirst Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (i) With respect to the real property owned by Warner Chilcott or any Subsidiary as of the date hereof (such property collectively, the “Warner Chilcott Owned Real Property”), except as would not reasonably be expected to have, either individually or in the aggregate, a Warner Chilcott Material Adverse Effect on CamberEffect, Camber and each Camber either Warner Chilcott or a Subsidiary (a) have marketable of Warner Chilcott has good and valid title to such Warner Chilcott Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the latest audited ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet included in the Camber SEC Reports as being owned by Camber of Warner Chilcott or a Camber Subsidiary notes thereto or acquired after the date thereof securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof D) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreementthe most recent consolidated balance sheet of Warner Chilcott or (E) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of sub- clauses (A) through (E), a Material Adverse Effect on Camber“Warner Chilcott Permitted Lien”). There are no pending orAs of the date hereof, neither Warner Chilcott nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberWarner Chilcott there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Warner Chilcott Owned Real Property, except as proceedings which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Warner Chilcott Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberSusquehanna, Camber and each Camber Susquehanna or a Susquehanna Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Susquehanna SEC Reports as being owned by Camber Susquehanna or a Camber Susquehanna Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Susquehanna Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Susquehanna SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Susquehanna Leased Properties” and, collectively with the Camber Susquehanna Owned Properties, the “Camber Susquehanna Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Susquehanna’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSusquehanna, threatened condemnation proceedings against the Camber Susquehanna Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havedisclosed in Section 3.19 of the Company Disclosure Schedule, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber Company and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber any such Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens due and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Lienspayable, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberFirst Midwest, Camber and each Camber Subsidiary (a) have First Midwest or a First Midwest Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC First Midwest Reports as being owned by Camber First Midwest or a Camber First Midwest Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber First Midwest Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC First Midwest Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber First Midwest Owned Properties, the “Camber First Midwest Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberFirst Midwest, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberFirst Midwest, threatened condemnation proceedings against the Camber First Midwest Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberGWB, Camber and each Camber GWB or a GWB Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC GWB Reports as being owned by Camber GWB or a Camber GWB Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber GWB Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties or the free transferability of such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC GWB Reports or acquired after the date thereof which are material to GWB’s business (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber GWB Owned Properties, the “Camber GWB Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberGWB, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberGWB, threatened condemnation proceedings against the Camber GWB Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually SunTrust or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber SunTrust Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC SunTrust Reports as being owned by Camber SunTrust or a Camber SunTrust Subsidiary or acquired after the date thereof which are material to SunTrust’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber SunTrust Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC SunTrust Reports or acquired after the date thereof which are material to SunTrust’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber SunTrust Owned Properties, the “Camber SunTrust Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberSunTrust, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSunTrust, threatened condemnation proceedings against the Camber SunTrust Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect on CamberEffect, Camber and each Camber (i) either Parent or a Subsidiary of Parent has defensible title to the material real property necessary for the material operations of Parent or any of its Subsidiaries owned by Parent or any Subsidiary (asuch real property owned in fee collectively, the “Parent Owned Real Property”) have marketable and (ii) either Parent or a Subsidiary of Parent has a good and valid title leasehold interest in each material lease, sublease or other agreement under which Parent or any of its Subsidiaries leases, uses or occupies or otherwise has the right to use or occupy any material real property necessary for the material operations of Parent or any of its Subsidiaries (any property subject to such lease, sublease or other agreement, the “Parent Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case as to Parent Owned Real Property and Parent Real Property Leases, free and clear of all Liens other than any Parent Permitted Liens, and other than any conditions, encroachments, easements, Rights-of-Way, restrictions and other encumbrances that (x) do not materially adversely affect Parent’s use of the real property reflected in the latest audited balance sheet included in the Camber SEC Reports subject thereto (as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed used as of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) in the operation of its business or (the “Camber Owned Properties”), free and clear of all material Liens, except (iy) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “are Parent Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, . Except as would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect Effect, (A) each Parent Real Property Lease is valid, binding and in full force and effect sufficient for Parent’s use of such Parent Real Property Lease in accordance with its terms, subject to the limitation of such enforcement by the Remedies Exceptions, (B) Parent has received no written notice of uncured defaults of a material nature on Camberthe part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder, existing under any Parent Real Property Lease or any material restrictive covenants affecting the Parent Owned Real Property, and (C) no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or material default under a Parent Real Property Lease or any material restrictive covenants affecting the Parent Owned Real Property.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary the Company or one of its Subsidiaries, as applicable, (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except for (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) non-exclusive licenses granted with respect to Intellectual Property Rights in the ordinary course of business, (v) Liens required under the definitive agreements for a party’s indebtedness as in effect on the date hereof, (vi) Liens expressly permitted under this Agreement and (vvii) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party theretothe lessor. There are no pending, or, to the knowledge of or under any such leasethe Company, threatened, condemnation proceedings against the Company Real Property, except where such breach or defaultas would not reasonably be likely, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of CamberXxxxxx, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber the Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, (iv) non-exclusive licenses granted with respect to Intellectual Property Rights in the ordinary course of business, (v) Liens required under the definitive agreements for a party’s indebtedness as in effect on the date hereof, (vi) Liens expressly permitted under this Agreement and (vvii) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party theretothe lessor. There are no pending, or, to the knowledge of or under any such leasethe Company, threatened, condemnation proceedings against the Company Real Property, except where such breach or defaultas would not reasonably be likely, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany.

Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) the real property owned by Seller or any Transferred Entity with respect to the Business and being transferred to Purchaser as part of the Sale hereunder (the “Business Owned Real Property”) and the applicable Seller or Transferred Entity that is the holder thereof and (b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Sale hereunder, other than the Business Owned Real Property (the “Business Leased Real Property” and, together with the Business Owned Property, the “Business Real Property”). Except as would not reasonably be expected to havebe material to the Business and the Transferred Entities, either individually or in taken as a whole, each of the aggregateTransferred Entities, a Material Adverse Effect on Camberas applicable, Camber has, good and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected Business Owned Real Property and a valid leasehold, subleasehold or license interest, as applicable, in the latest audited balance sheet included Business Leased Real Property leased, subleased or licensed by it, in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), each case free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Permitted Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge Knowledge of CamberSeller, threatened condemnation proceedings against the Camber affecting any Business Owned Real PropertyProperty or Business Leased Real Property or any material portion thereof, except as would not, individually or in the aggregate, not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. All leases, subleases and licenses, together with all amendments, modifications and supplements thereto (collectively, the “Real Property Leases” and each a “Real Property Lease”) for the Business Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of any, and there is no, default or other matter or condition in existence as of the date hereof that would constitute a breach under any Real Property Lease by any of the Transferred Entities under any such lease, sublease or license, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other improvements located on the Business Owned Real Property and the Business Leased Real Property (collectively, the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the Improvements require any special dispensation, variance or special permit under any Law (whether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the Seller, PSE&G or their respective Affiliates (together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, and would not reasonably be expected to materially interfere with as a Material Adverse Effect on Camberresult of the exercise of the rights of the parties thereunder, the ordinary conduct of the Business as conducted as of the date hereof at the asset to which they relate, or the use or occupancy thereof.

Real Property. Except The Parent and the Parent Subsidiaries have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by Parent or any Parent Subsidiary, Parent or such Parent Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not or will not materially interfere with the present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and which are not reasonably be expected likely to have, either individually or in the aggregate, a Parent Material Adverse Effect Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the parcel of real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber them in amounts equal to the purchase price paid by Parent or such Parent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a Camber Subsidiary breach or acquired after the date thereof (except properties sold or otherwise disposed an event of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)default exists, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports no condition or acquired after the date thereof (except for leases event has occurred that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Propertiesgiving of notice, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time time, or both, will constitute, both would constitute a material breach or default on the part event of Camber default, by Parent or any Camber Parent Subsidiary, or to the knowledge of CamberParent, any other party theretoperson with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or under any such leaseParent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as presently conducted or intended to be conducted, except where for such breach or default, either individually or in the aggregate, would event of default that is not reasonably be expected likely to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by Parent or any Parent Subsidiary that is reasonably be expected likely to have a Parent Material Adverse Effect Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on Camberthe Parent Balance Sheet or incurred since the date of the Parent Balance Sheet in the ordinary course of Parent's business consistent with past practices), except for charges or assessments that are reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by Parent or a Parent Subsidiary for such purpose (the "PARENT DEVELOPMENT PROPERTIES"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. The Parent Development Properties have access to public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the knowledge of Parent such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which Parent or any Parent Subsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Parent Subsidiaries has occurred thereunder, except where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberNational Penn, Camber and each Camber National Penn or a National Penn Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber National Penn SEC Reports as being owned by Camber National Penn or a Camber National Penn Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber National Penn Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber National Penn SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “National Penn Leased Properties” and, collectively with the Camber National Penn Owned Properties, the “Camber National Penn Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto National Penn’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberNational Penn, threatened condemnation proceedings against the Camber National Penn Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected likely to have, either individually or in the aggregate, a Material Adverse Effect on CamberMidSouth, Camber and each Camber MidSouth or a MidSouth Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC MidSouth Reports as being owned by Camber MidSouth or a Camber MidSouth Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described (y) properties categorized as “other real estate owned” in subsequent Camber SEC Reports through the date of this Agreementsuch balance sheet) (the “Camber MidSouth Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC MidSouth Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “MidSouth Leased Properties” and, collectively with the Camber MidSouth Owned Properties, the “Camber MidSouth Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and each such lease is valid in possession of the properties purported to be leased thereunder, and MidSouth has received no event or condition exists which constitutes notice of any material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberMidSouth, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberMidSouth, threatened condemnation proceedings against the Camber any MidSouth Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse Effect on CamberTCF, Camber and each Camber TCF or a TCF Subsidiary (a) have has good and marketable and valid title to all of the real property reflected in the latest audited balance sheet included in the Camber SEC TCF Reports as being owned by Camber TCF or a Camber TCF Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber TCF Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber TCF Owned Properties, the “Camber TCF Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without material default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberTCF, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no material pending or, to the knowledge of CamberTCF, threatened condemnation proceedings against the Camber any TCF Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CamberHTLF, Camber and each Camber HTLF or a HTLF Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC HTLF Reports as being owned by Camber HTLF or a Camber HTLF Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber HTLF Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties or the free transferability of such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC HTLF Reports or acquired after the date thereof which are material to HTLF’s business (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber HTLF Owned Properties, the “Camber HTLF Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberHTLF, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberHTLF, threatened condemnation proceedings against the Camber HTLF Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except (a) With respect to the real property owned by Cyclone or any Cyclone Subsidiary at which the material operations of Cyclone and the Cyclone Subsidiaries are conducted as of the date hereof (such property collectively, the "Cyclone Owned Real Property"), except as would not reasonably be expected to have, either individually or in the aggregate, a Cyclone Material Adverse Effect on CamberEffect, Camber and each Camber either Cyclone or a Cyclone Subsidiary (a) have marketable has good and valid title to such Cyclone Owned Real Property, free and clear of all the real property reflected Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other similar Lien arising in the latest audited ordinary course of business, (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet included in the Camber SEC Reports as being owned by Camber of Cyclone or a Camber Subsidiary notes thereto or acquired after the date thereof securing liabilities reflected on such balance sheet, (except properties sold or otherwise disposed of since the date thereof iv) which was incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through since the date of this Agreement) (the “Camber Owned Properties”), free and clear most recent consolidated balance sheet of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s Cyclone or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or other than any Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except securing indebtedness for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber borrowed money or any Camber Subsidiaryfinancial guaranty thereof, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, which would not reasonably be expected to have materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of clauses (i) through (v), a Material Adverse Effect on Camber"Cyclone Permitted Lien"). There are no pending orAs of the date hereof, neither Cyclone nor any of its Subsidiaries has received notice of any pending, and to the knowledge of CamberCyclone there is no threatened, threatened condemnation proceedings against the Camber proceeding with respect to any Cyclone Owned Real Property, except as proceedings which would notnot reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Cyclone Owned Real Property or any portion thereof or interest therein, except as would not reasonably be expected to have have, individually or in the aggregate, a Cyclone Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary (a) have the Company or a Company Subsidiary has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber "Company Owned Properties”"), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “"Permitted Encumbrances”"), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber "Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”"), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect on CamberEffect, Camber and each Camber Subsidiary (a) Parent and its Subsidiaries have marketable good, valid and valid defensible title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber Parent or a Camber Subsidiary any of its Subsidiaries (collectively, the “Parent Owned Real Property”) and valid leasehold estates in all real property leased or acquired after the date thereof (except properties sold subleased or otherwise disposed occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Parent or any Subsidiary of since Parent that is material to Parent and its Subsidiaries taken as a whole (collectively, including the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (improvements thereon, the “Camber Owned PropertiesParent Material Leased Real Property”), ) free and clear of all material LiensEncumbrances and defects and imperfections, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are each agreement under which Parent or any Subsidiary of Parent is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports landlord, sublandlord, tenant, subtenant, or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases occupant with respect to such leasehold estatesthe Parent Material Leased Real Property (each, a “Parent Material Real Property Lease”) is, to the “Camber Leases”)knowledge of Parent and its Subsidiaries, free in full force and clear of all material Liens, except for Permitted Encumbrances effect and each such lease is valid and no event or condition exists which constitutes orenforceable against the parties thereto, after notice or lapse in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and neither Parent nor any of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiaryits Subsidiaries, or to the knowledge of CamberParent, any other party thereto, has received written notice of any default by the Parent or its Subsidiaries under any such leaseParent Material Real Property Lease that remains uncured as of the date of this Agreement, except where such breach and (c) as of the date of this Agreement, to the knowledge of the Parent, there does not exist any notice or defaultrequest from any Governmental Entity delivered to the Parent or its Subsidiaries requiring any construction work or alterations to cure any violation of applicable Law by the Parent or any of its Subsidiaries that remains uncured as of the date of this Agreement nor, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no any pending or, to the knowledge of CamberParent, threatened threatened, condemnation proceedings against or eminent domain Proceedings that affect any of the Camber Parent Owned Real Property or the Parent Material Leased Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually The Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company SEC Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Company’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber Company Real Property. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, except as would notleases any Company Leased Property is valid and in full force and effect and neither the Company nor any of its Subsidiaries, individually nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. To the aggregateknowledge of the Company, reasonably be expected to have a Material Adverse Effect none of the buildings, structures or other improvements located on Camberany Company Real Property encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberIBKC, Camber and each Camber IBKC or an IBKC Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC IBKC Reports as being owned by Camber IBKC or a Camber an IBKC Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber IBKC Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC IBKC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber IBKC Owned Properties, the “Camber IBKC Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberIBKC, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberIBKC, threatened condemnation proceedings against the Camber IBKC Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except Buyer may at its expense conduct an environmental review of the Real Property and a title review of the owned Real Property prior to Closing. If it is established prior to Closing that there exists a material adverse violation of, or condition requiring remediation under, applicable environmental law at any of the Stations' owned Real Property (an "Environmental Condition"), then Buyer may elect to designate the affected Real Property as would an Excluded Asset (but such exclusion shall not reasonably be expected deprive Buyer of any other Station Assets at such site to havewhich it is entitled upon Closing), either individually or in and upon Closing the aggregate, parties shall cooperate to facilitate Buyer's transition from such site to a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof new location at Buyer's expense (except properties sold or otherwise disposed as set forth below) and without delay of since the date thereof Closing. If Buyer makes such election with respect to an Environmental Condition that is not disclosed in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementany environmental report set forth on Schedule 1.1(f) and that at Closing has a remediation cost exceeding $250,000, then upon Closing Seller shall either (the “Camber Owned Properties”), free and clear of all material Liens, except at Seller's option): (i) statutory Liens securing payments not yet due, lease such Real Property to Buyer for a term of thirty years without basic rent but with reimbursement of all costs of ownership of such Real Property other than costs related to the Environmental Condition (and with reciprocal options to convey and acquire such Real Property for no additional consideration if the Environmental Condition is later remediated in all material respects) or (ii) Liens for real acquire other Real Property, build out such property Taxes not yet delinquent, (in a manner substantially comparable to than the affected property) and move the affected Station facilities to such property or (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances remediate the Environmental Condition in all material respects after Closing. If it is established prior to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances Closing that do not materially affect Seller's title to any owned real property currently used by Seller in the value or use operation of the properties Stations is subject to a title defect or assets subject thereto or affected thereby or otherwise deficiency that materially impair business operations at such properties and (v) such imperfections or irregularities adversely affects the operation of title or Liens a Station located thereon as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectivelycurrently operated, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liensthen, except for Permitted Encumbrances Liens, Seller shall remedy such defect in all material respects, but the Closing shall not be delayed and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under Seller may remedy any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cambercondition after Closing.

Real Property. Except (a) With respect to the real property owned by Lion or any Lion Subsidiary (such property collectively, the “Lion Owned Real Property”), except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Lion Material Adverse Effect on CamberEffect, Camber either Lion or a Lion Subsidiary has good and each Camber Subsidiary (a) have marketable and valid fee simple title to such Lion Owned Real Property, free and clear of all Liens, other than any such Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due and payable (or that may thereafter be paid without penalty) or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP on the real property reflected in consolidated financial statements of Lion and the latest audited balance sheet Lion Subsidiaries included in the Camber Lion SEC Reports as being owned by Camber Documents; (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof other similar Lien arising in the ordinary course of business and/or sales for amounts which are not overdue for a period of more than 90 days and for which adequate reserves have been established in accordance with GAAP on the consolidated financial statements of Lion and the Lion Subsidiaries included in the Lion SEC Documents; (iii) which is disclosed on the most recent (as of the date hereof) consolidated balance sheet of Lion included in the Lion SEC Documents filed with the SEC prior to the date of this Agreement or dispositions described notes thereto or securing Indebtedness reflected on such balance sheet; (iv) which was incurred in subsequent Camber the ordinary course of business since the date of the most recent consolidated balance sheet of Lion included in the Lion SEC Reports through Documents filed with the SEC prior to the date of this Agreement; (v) that is an easement, covenant, condition or restriction of record or Lien as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the business of Lion or any of the Lion Subsidiaries; (vi) that is a zoning or other governmentally established Lien as to which no material violation exists or, if such violation exists, as to which the “Camber Owned Properties”)cure of such violation would not materially interfere with the conduct of the business of Lion or any of the Lion Subsidiaries; (vii) that is a railroad trackage agreement, free and clear utility, slope or drainage easement, right-of-way easement or lease regarding any sign as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of all material Lienssuch violation or encroachment would not materially interfere with the conduct of the business of Lion or any of the Lion Subsidiaries; (viii) that is an imperfection of title or license, except if any, that does not materially impair the use or operation of any real property to which it relates in the conduct of the business of Lion or any of the Lion Subsidiaries; (ix) affecting the underlying fee interest of any Lion Leased Real Property; or (x) set forth in Section 3.15(a) of the Lion Disclosure Letter (any such Lien described in any of clauses (i) statutory Liens securing payments not yet duethrough (x), (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use a “Lion Permitted Lien”). Neither Lion nor any of the properties Lion Subsidiaries has received notice of any current or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)pending, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberLion there is no threatened, condemnation proceeding with respect to any other party thereto, of or under any such leaseLion Owned Real Property, except where such breach or defaultproceedings which have not had, either individually or in the aggregate, and would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, a Lion Material Adverse Effect. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Lion Owned Real Property or any portion thereof or interest therein, except as have not had, and would not reasonably be expected to have have, individually or in the aggregate, a Lion Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired If any Loan Party acquires any Real Estate after the date thereof Closing Date constituting Material Real Estate, it shall promptly provide to the Administrative Agent and the Lenders notice of such acquisition with details as to such Material Real Estate and within sixty (except properties sold or otherwise disposed 60) days thereafter, shall execute and deliver to the Collateral Agent a Mortgage and such other documentation as the Required Lenders may request to cause such Material Real Estate to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of since the date thereof in Collateral Agent for the ordinary course benefit of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except Collateral Documents together with (i) statutory a policy or policies of title insurance insuring the Lien of such Mortgage in an amount equal to 110% of the Fair Market Value as reasonably estimated by the Borrower in consultation with the Lenders, naming the Collateral Agent as the insured for the benefit of the Secured Parties, issued by a nationally recognized title insurance company reasonably acceptable to the Collateral Agent insuring the Lien of each such Mortgage as a valid and enforceable Lien on the Mortgaged Property described therein, free of any other Liens securing payments not yet dueexcept Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request (ii) Liens if requested by the Required Lenders, an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for real property Taxes not yet delinquentwhich all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title insurance company in a manner satisfactory to the Collateral Agent, (iii) materialmen’s or mechanic’s Liens a legal opinion relating to such Mortgage, which opinion shall be in form and statutory or common law Liens or encumbrances substance, and from counsel, reasonably satisfactory to secure landlordsthe Required Lenders (clauses (i) through (iii) in this Section 6.13(b) are collectively referred to as the “Real Estate Collateral Requirements”). In connection with the foregoing, lessors or renters under leases or rental agreementsno later than twenty (20) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.13, in order to comply with the Flood Laws, the Administrative Agent and the Lenders shall have received the following documents: (A) a completed standard “life of loan” flood hazard determination form and such other documents as the Collateral Agent and any Lender may reasonably request to complete its flood due diligence, (ivB) Liensif the Material Real Estate is a Flood Hazard Property, easementsa notification to the applicable Loan Party (if applicable) (a “Flood Notice”) that flood insurance coverage under the NFIP is not available because the community does not participate in the NFIP, rights (C) documentation evidencing the applicable Loan Party’s receipt of wayany such Flood Notice (e.g., covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”countersigned Flood Notice), and (bD) are if the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect Flood Notice is required to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orgiven and, to the knowledge of Camber, threatened condemnation proceedings against extent flood insurance is required by the Camber Real Property, except as would not, individually Flood Laws or the Collateral Agent’s written regulatory or compliance procedures and flood insurance is available in the aggregatecommunity in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with the Flood Laws reasonably be expected satisfactory to have a Material Adverse Effect on Camberthe Collateral Agent and the Required Lenders (clauses (A) through (D) above are collectively referred to as the “Flood Requirements”).

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on CamberSteuben, Camber and each Camber Subsidiary (a) have Steuben or a Subsidiary of Steuben has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports Steuben Financial Statements as being owned by Camber Steuben or a Camber Subsidiary of Steuben or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementconsistent with past practice) (the “Camber Steuben Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments for current Taxes and assessments not yet duepast due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect encumbrances, (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s and carrier’s Liens arising in the value or use ordinary course of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and of Steuben consistent with past practice, (v) restrictions on transfers under applicable Securities Laws, or (vi) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (vi), collectively, “Permitted EncumbrancesLiens”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports Steuben Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Steuben Owned Properties, the “Camber Steuben Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Liens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without Default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge Knowledge of CamberSteuben, any other party theretothe lessor, and has the right under such valid and existing leases to occupy or use all of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberSteuben Real Property as presently occupied and used by Steuben. There are no pending or, to the knowledge Knowledge of CamberSteuben, threatened condemnation proceedings against the Camber Steuben Real Property, except . Steuben has previously made available to Community a true and complete list of all Steuben Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have Schedule 4.8(a) lists the address and legal description of each parcel of Seller Owned Real Property. With respect to each parcel of Seller Owned Real Property: (i) Xxxxxx Materials has good and marketable and valid fee simple title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed each parcel of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Seller Owned Properties”)Real Property, free and clear of all material Liens other than Permitted Liens; and following the Closing Date, except (i) statutory Liens securing payments not yet due, Purchaser will have sufficient title in and to the Seller Owned Real Property necessary to operate and conduct the business conducted thereon in the same manner as Xxxxxx Materials conducted business prior to the Closing Date; (ii) Liens for real property Taxes Xxxxxx Materials has not yet delinquentconveyed, assigned, or encumbered its interest in the Seller Owned Real Property or any portion thereof, except with respect to Permitted Liens; (iii) materialmen’s Xxxxxx Materials has not leased or mechanic’s Liens and statutory otherwise granted to any Person the right to occupy the Seller Owned Real Property or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, any portion thereof that remain in effect; (iv) Liens, easementsThere are no options, rights of wayfirst offer, covenants, conditions, restrictions and other similar encumbrances that do not materially affect or rights of first refusal to purchase the value Seller Owned Real Property or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties any portion thereof; and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use Xxxxxx Materials has been in open, notorious, adverse and peaceful possession of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectivelySeller Owned Real Property, “and, other than Permitted Encumbrances”)Liens, and there are no adverse claims to title to the Seller Owned Real Property. (b) are Schedule 4.8(b) lists the lessee address of the Seller Leased Real Property. The Master Lease constitute all leasehold estates reflected leases, subleases and licenses, including all amendments, extensions and renewals with respect thereto, pursuant to which FPP holds any Seller Leased Real Property. FPP has heretofore made available to the Purchaser a true and complete copy of the Master Lease. With respect to the Master Lease, except as otherwise set forth on Schedule 4.8(b): (i) Such lease is valid, binding and enforceable against FPP, and FPP enjoys peaceful and undisturbed possession of the Seller Leased Real Property; and following the Closing Date, Purchaser will have sufficient interest in and to the Seller Leased Real Property necessary to operate and conduct the business conducted thereon in the latest audited financial statements included same manner as FPP conducted business prior to the Closing Date; (ii) FPP is not in breach or default under such Camber SEC Reports lease, and to Sellers’ Knowledge, no event has occurred or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estatescircumstance exists which, collectively with the Camber Owned Propertiesdelivery of notice, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse passage of time or both, will constitute, would constitute such a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually and FPP has paid all rent currently due and payable under such lease; (iii) FPP has not received nor given any written notice of any default or in the aggregateevent that with notice or lapse of time, or both, would not reasonably be expected to have constitute a Material Adverse Effect on Camber. There are no pending ordefault by FPP under such lease which remains uncured, and, to the knowledge of CamberSellers’ Knowledge, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or no other party is in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.default thereof;

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary The Company (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports Company Financial Statements as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports Company Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Company’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberCompany, threatened condemnation proceedings against the Camber Company Real Property. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, except as would notleases any Company Leased Property is valid and in full force and effect and neither the Company nor any of its Subsidiaries, individually nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. To the aggregateknowledge of the Company, reasonably be expected to have a Material Adverse Effect none of the buildings, structures or other improvements located on Camberany Company Real Property encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.

Real Property. Except as would not reasonably be expected to have, either individually The Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (ax) have has good and marketable and valid fee simple title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (by) are is the lessee of and has a valid leasehold interest all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Company Leased Properties” and, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid valid, binding and enforceable in accordance with its terms and in full force and effect, the Company and each of its Subsidiaries and, to the Knowledge of the Company, each lessor, has performed all obligations required to be performed by it under each such lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber the Company or any Camber Subsidiaryof its Subsidiaries or, or to the knowledge Knowledge of Camberthe Company, any other party theretolessor, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge Knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property. Section 3.19 of the Company Disclosure Schedules lists all Company Real Property by address as of the date hereof. Other than the Company Real Property, except as would notneither the Company nor any of its Subsidiaries has any other direct or indirect interest in real property, individually whether owned, leased, optioned or in otherwise, and the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany Real Property comprise all real property associated with the operation of the Company’s business.

Real Property. Neither the Company nor any of its subsidiaries owns any real property. True and complete copies of all agreements under which the Company or of its subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) with respect to all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”) that have not been terminated or expired as of the date hereof have been made available to Parent. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CamberEffect, Camber (i) the Company or one of its subsidiaries has valid leasehold estates in all Leased Real Property free and each Camber Subsidiary clear of all Liens, except as imposed by virtue of the Credit Agreements and except for (aA) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or a Camber Subsidiary other like Liens arising or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet duebusiness, (iiB) Liens for real property Taxes taxes, assessments and other governmental charges and levies that are not yet delinquentdue and payable or that may thereafter be paid without interest or penalty, (iiiC) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsaffecting the interest of the grantor of any easements benefiting Leased Real Property, (ivD) Liens, defects or irregularities in title, easements, rights of rights-of-way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)restrictions, and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases other, similar matters that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have materially impair the continued use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as presently conducted, (E) zoning, building and other similar codes and regulations and (F) any conditions that would be disclosed by a Material Adverse Effect current, accurate survey or physical inspection (collectively, “Permitted Liens”), (ii) the Company or one of its subsidiaries has exclusive possession of all of the Leased Real Property, other than any occupancy rights granted under the Real Property Leases, (iii) none of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other person any right to the use, occupancy or enjoyment of such Leased Real Property or any part thereof, other than the Real Property Leases, and (iv) each Real Property Lease is in full force and effect, and there is no material default under any Real Property Lease either by the Company or any subsidiary thereof party thereto or, to the Company’s knowledge, by any other party thereto, which default continues on Camberthe date hereof.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have Section 1.1(b) of the Disclosure Schedule lists and describes briefly all Owned Real Property owned by the Seller. With respect to each such parcel of Owned Real Property: (i) the Seller has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”)Real Property, free and clear of all material any Lien except for Permitted Liens, except (i) statutory Liens securing payments not yet due, ; (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There there are no pending or, to the knowledge Knowledge of Camberthe Seller or the Shareholders, threatened threatened, condemnation proceedings against proceedings, lawsuits or administrative actions relating to the Camber Owned Real Property; (iii) the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, except as is set forth on Section 2.14 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with adequate curb cuts available; (iv) all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) except as set forth in Section 2.14 of the Disclosure Schedule, there are no Leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property; (vi) neither the Leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.14 of the Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the Buyer's ability to continue to operate the Owned Real Property as a terminal facility in the same manner as the Seller has operated the same prior to the Closing Date and (vii) with respect to the easements, licenses and rights-of-way comprising the Owned Real Property, the Seller has good and indefeasible title to or interests therein sufficient to enable the Buyer, as the Seller's successor in interest, to use and operate the Purchased Assets in a reasonable and customary manner, free and clear of Liens except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberPermitted Liens.

Real Property. Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on Camberthe Company, Camber and each Camber the Company or a Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property, except . The Company has previously made available to Purchaser a complete list of all Company Real Property as would not, individually or in of the aggregate, reasonably be expected to have a Material Adverse Effect on Camberdate of this Agreement.

Real Property. Except as (a) (i) Each real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) hereto (the “JCA Real Property Leases”) and the real property to which it relates (the “JCA Leased Real Property”), is in full force and effect and AGCO or the applicable JCA Entities has good and valid leasehold title to the real property to which each JCA Real Property Lease relates pursuant to such JCA Real Property Lease, free and clear of all Liens other than Permitted Liens, except in each case where such failure would not reasonably be expected to have, either individually or in the aggregate, a JCA Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, Effect; (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) there are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired no defaults by their terms since the date thereof or have been terminated by Camber AGCO or a Camber Subsidiary) JCA Entity (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and or any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event conditions or condition exists which constitutes orevents that, after notice or the lapse of time or both, will constitute, would constitute a material breach default by AGCO or default on the part of Camber or a JCA Entity) under any Camber Subsidiary, or JCA Real Property Lease and to the knowledge Knowledge of CamberAGCO, there are no defaults by any other party theretoto such JCA Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under any such leaseJCA Real Property Lease, except where such breach or default, either individually or in the aggregate, defaults would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would nothave, individually or in the aggregate, reasonably be expected to have a JCA Material Adverse Effect Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as set forth on CamberSection 4.14 of the AGCO Disclosure Schedule; (iv) there is no Person (other than AGCO or the applicable JCA Entities) in possession of the JCA Leased Real Property or any portion thereof; and (v) as of September 28, 2023, neither AGCO nor any of its Affiliates has received any written notice that any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any public authority.

Real Property. Except as would not reasonably be expected Buyer acknowledges that, commencing upon mutual execution of this Agreement and ending on July 7, 1997 (the "Due Diligence Period"), Buyer shall conduct an examination of the status of title to havethe Property. On or before the expiration of the Due Diligence Period, either individually or Buyer shall notify Seller and Title Company of the specific exceptions to title to the Property which Buyer is willing to accept in the aggregateTitle Policies (as hereinafter defined), a Material Adverse Effect on Camberincluding all title endorsements required by Buyer (collectively, Camber and each Camber Subsidiary (a) have marketable and valid the "Permitted Exceptions"). Provided Title Company is prepared to issue the Title Policies subject only to the Permitted Exceptions, then at Closing Seller shall transfer title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except Real Property subject to (i) statutory Liens securing payments not yet due, applicable zoning ordinances and land use regulations; (ii) Liens for real property Taxes not yet delinquentsuch conditions, easements, agreements, and restrictions of record as exist on the date hereof, continue to exist on the expiration of the Due Diligence period, and as are listed on Schedule B of the title reports issued by Title Company a copy of which reports have been made available to Buyer and are listed on EXHIBIT C (the "Title Reports") which is annexed hereto, (iii) materialmen’s or mechanic’s Liens such state of facts as have been disclosed in the surveys of the Real Property, which have been provided by Seller to Buyer and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementswhich shall be prepared in accordance with the Minimum Requirements for ALTA/ACSM land title surveys ("Surveys"), (iv) Liens, easements, rights such state of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use facts as would be disclosed by a physical inspection of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and Property, (v) such imperfections or irregularities the lien of title or Liens as do taxes not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)yet due and payable, and (bvi) the Leases (as defined in SECTION 6.4 (c)). Notwithstanding the foregoing, Seller shall, at Seller's expense, cause to be removed from the Title Reports all mortgages, deeds of trust, mechanic's liens, and other monetary liens and judgments described thereon. Buyer shall pay any additional premiums required for the deletion of the "survey exception" on Buyer's fee policy of title insurance and for the issuance of any desired or applicable endorsements requested by Buyer which are the lessee of all leasehold estates reflected available in the latest audited financial statements included state where each project comprising a portion of the Property is located. Buyer is aware that ALTA policies and ALTA endorsements may not be available in such Camber SEC Reports or acquired after all states in which the date thereof (except for leases that have expired by their terms since projects comprising the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There Property are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.located

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camberthe Company, Camber the Company and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Company Reports publicly filed with or furnished to the SEC Reports by the Company since December 31, 2018 and prior to the date hereof as being owned by Camber the Company or a Camber any Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties properties, and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event freely assignable either as a matter of right or condition exists which constitutes by operation of law without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened legal actions or condemnation proceedings against the Camber Company Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CamberHexcel, Camber each of Hexcel and each Camber Subsidiary the Hexcel Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber Hexcel SEC Reports as being owned by Camber Hexcel or a Camber Hexcel Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Hexcel Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Hexcel SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber Hexcel or a Camber Hexcel Subsidiary) (such leasehold estates, collectively with the Camber Hexcel Owned Properties, the “Camber Hexcel Real Property”, and any leases with respect to such leasehold estates, the “Camber Hexcel Leases”), free and clear of all material Liens, except for Permitted Encumbrances Encumbrances, and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber Hexcel or any Camber Hexcel Subsidiary, or to the knowledge of CamberHexcel, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberHexcel. There are no pending or, to the knowledge of CamberHexcel, threatened condemnation proceedings against the Camber Hexcel Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberHexcel.

Real Property. Except as would not reasonably be expected to havenot, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Camberthe Company, Camber and each Camber Subsidiary the Company or one of its Subsidiaries (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber such Company SEC Reports as being owned by Camber the Company or a Camber Subsidiary one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Owned Properties”), free and clear of all material LiensLiens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Leased Properties” and, collectively collectively, with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”” ), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camberthe Company, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against any Property that is material to the Camber Real PropertyCompany. Other than the Owned Properties, except as would not, individually or in neither the aggregate, reasonably be expected to have a Material Adverse Effect on CamberCompany nor any of its Subsidiaries owns any real property.

Real Property. Except as would not reasonably be expected to have, either individually Washington Banking or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Washington Banking Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Washington Banking Reports as being owned by Camber Washington Banking or a Camber Washington Banking Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales business, and (y) properties classified by Washington Banking as “Other Real Estate Owned” that have loss share coverage under a shared-loss agreement with the FDIC, as Receiver (a “Shared-Loss Agreement”), to which Washington Banking or dispositions described in subsequent Camber SEC Reports through the date any of this Agreement) its Subsidiaries is a party (the “Camber Washington Banking Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Washington Banking Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarythereof) (such leasehold estatesthe “Washington Banking Leased Properties” and, collectively with the Camber Washington Banking Owned Properties, the “Camber Washington Banking Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Washington Banking’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberWashington Banking, threatened condemnation proceedings against the Camber Washington Banking Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.

Real Property. Except as would not reasonably be expected to have, either individually Seller or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary of Seller (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports Seller Financial Statements as being owned by Camber Seller or a Camber Subsidiary of Seller or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Seller Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are is the lessee of all real property leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof Seller Financial Statements (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates“Seller Leased Properties” and, collectively with the Camber Seller Owned Properties, the “Camber Seller Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or bothto Seller’s knowledge, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of CamberSeller, threatened condemnation proceedings against the Camber Seller Real Property, except as would not, individually or . All Seller Real Property is in compliance with the aggregate, reasonably be expected to have a Material Adverse Effect on CamberAmericans with Disabilities Act of 1990.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the Each parcel of real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber (“Owned Real Property”) or a Camber Subsidiary or acquired after the date thereof leased (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Leased Real Property”, and any leases together with respect to such leasehold estatesthe Owned Real Property, collectively, the “Camber LeasesReal Property”)) by each Acquired Company is set forth in Schedule 3.09, free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or along with its location. With respect to the knowledge Leased Real Property, the Acquired Companies have made available to Buyer true and complete copies of Camberthe leases relating to such Leased Real Property and all extensions, amendments and other modifications, if any, thereof, and any other party material subordination and nondisturbance agreements relating thereto. The Acquired Companies have valid leasehold interests in such Leased Real Property. Except as set forth in Schedule 3.09, none of or under the Leased Real Property is occupied by any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected Acquired Company pursuant to have a Material Adverse Effect on Cambersublease. There are is no pending or, to the knowledge of CamberCompany’s Knowledge, threatened condemnation in writing any eminent domain taking, affecting any of the Owned Real Property or other suits, actions or proceedings against materially affecting the Camber Owned Real Property. With respect to each lease pursuant to which an Acquired Company leases Leased Real Property: (a) the lease is in all material respects a legal, valid, binding and enforceable agreement of the applicable Acquired Company and is in full force and effect, except as the enforceability thereof may be limited by; (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally; or (ii) general principles of equity, whether considered in a proceeding at law or in equity; (b) neither any Acquired Company nor, to the Company’s Knowledge, any other party to the lease has repudiated any material provision thereof or is in material breach or default under such lease; (c) there are no material disputes, actions, suits, oral agreements or forbearance programs in effect as to the lease; and (d) the Acquired Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any material interest in the lease, except, in the case of the foregoing clauses (a) through (d), as would notnot individually, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. With respect to each Owned Real Property of the Acquired Companies, except as set forth in Schedule 3.09, the Acquired Companies have valid and insurable title, free and clear of all Liens except Permitted Liens and other than the right of Buyer pursuant to this Agreement, and no Acquired Company has granted any outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or leased or otherwise granted the right to occupy any such Owned Real Property or material portion thereof to any third Person. The Acquired Companies have implemented maintenance and repair practices with respect to their buildings, improvements, fixtures, building systems and equipment and the components thereof located on Camberthe Real Property that are in all material respects consistent with good industry practice, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. Within the last 12 months, no Acquired Company has received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Real Property, as currently used and occupied, violates in any material respect any building codes, zoning, subdivision or other land use or similar laws.

Real Property. Seller owns no real estate. Seller leases the LAB Facilities set forth in Schedule 5.06 hereto under valid and existing leases. Except as would not reasonably be expected to haveset forth in Schedule 5.06 hereto, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet dueto the best knowledge and belief of Seller and Stockholders, the LAB Facilities are in compliance with all applicable federal, state and local laws and regulations (including, without limitation, those relating to environmental protection, conservation, and occupational safety and health), with all applicable zoning ordinances and building codes, and with the Americans with Disabilities Act, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There there are no pending or, to the best knowledge and belief of CamberSeller and Stockholders, threatened condemnation legal proceedings against affecting the Camber Real Property, except as would not, individually LAB Facilities other than those disclosed elsewhere herein or in the aggregateSchedules attached hereto, reasonably be expected (iii) except for current taxes which are not yet due or payable, there are no public assessments or similar charges on the LAB Facilities, (iv) there are no pending or, to the best knowledge and belief of Seller and Stockholders, threatened eminent domain proceedings which could affect the LAB Facilities, nor are there, to the best knowledge and belief of Seller and Stockholders, any facts which might give rise to such a proceeding, (v) to the best knowledge and belief of Seller and Stockholders, there are no plans or studies to alter any street or highway contiguous to the LAB Facilities, (vi) Seller has all utilities necessary for the proper and continued operation of the LAB Facilities, (vii) all necessary permits and licenses for the construction of improvements at the LAB Facilities and for the operation, use and occupancy thereof by Seller have a Material Adverse Effect on Camberbeen obtained and are in full force and effect, (viii) there is no written or oral agreement of Seller affecting the LAB Facilities with any governmental agency or private person, and (ix) there are no leases, subleases, occupancies or tenancies in effect pertaining to the LAB Facilities.

Real Property. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) Schedule 2.11 sets forth a complete list of (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by Consonus or any Consonus Subsidiary (the “Consonus Owned Real Properties”), (ii) all real property and interests in real property leased by Consonus or any Consonus Subsidiary with annual payments in excess of $10,000 (the “Consonus Real Property Leases” and, together with the Consonus Owned Properties, the “Consonus Real Properties”) as lessee or lessor, including a description of each such Consonus Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). Consonus and the Consonus Subsidiaries have good and marketable and valid fee title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Consonus Owned Real Properties”), free and clear of all material LiensLiens of any nature whatsoever, except (A) those Liens set forth on Schedule 2.11 and (B) Permitted Exceptions. The Consonus Real Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of Consonus or any Consonus Subsidiary. To the Knowledge of Consonus, all of the Consonus Real Properties and all of the properties covered by Consonus Real Property Leases and buildings, fixtures and improvements thereon, (i) statutory Liens securing payments not yet dueare in good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in good operating condition (ordinary wear and tear excepted), and no condition exists requiring material repairs, alterations or corrections and (ii) Liens are suitable, sufficient and appropriate in all respects for real property Taxes their current uses. To the Knowledge of Consonus, none of the improvements located on the Consonus Real Properties constitutes a legal non-conforming use or otherwise requires any special dispensation, variance or special permit under any Laws. Consonus has delivered to STI, or shall deliver to STI within 5 business days of the date of this Agreement, true, correct and complete copies of (i) all deeds, title reports, surveys, engineering reports, environmental reports, rent rolls, insurance claims history and repair history for the Consonus Owned Properties in Consonus’ possession or control, and (ii) the Consonus Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. Except as set forth on Schedule 2.11, the Consonus Owned Real Properties, and to the Knowledge of Consonus, the properties covered by the Consonus Real Property Leases, are not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances subject to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easementsany leases, rights of wayfirst refusal, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value options to purchase or use rights of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camberoccupancy.

Real Property. Except With respect to each parcel of Real Property included as would not reasonably be expected Collateral, Borrower shall provide prompt notice to havethe Agent of any re-designation into or out of a “Special Flood Hazard Area” as determined by the Federal Emergency Management Agency. Without limiting any other restrictions set forth in this Loan Agreement, either individually if a Loan Party or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary any of its Subsidiaries (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except other than (i) statutory Liens securing payments Affiliated Entities to the extent such Affiliated Entity is not yet due, a Required Guarantor Party or Guarantor and (ii) Project Specific JVs) at any time acquires or otherwise comes to own any fee interests in any Real Property, or the Permitted Liens for real property Taxes not yet delinquenton the Excluded Property are terminated, unless otherwise agreed by the Required Lenders, such Loan Party or applicable Subsidiary shall promptly (iiibut in no event later than sixty (60) materialmen’s days after the acquisition of such Real Property or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) the termination of such Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected to extension in the latest audited financial statements included Required Lender’s sole discretion) execute and deliver to the Agent such Mortgages, as may be necessary to cause the Agent to have a Lien in such Camber SEC Reports property subject only to Permitted Liens. To the extent any property in which a Mortgage is required is located in a jurisdiction with mortgage recording or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Propertiessimilar tax, the “Camber Real Property”, and any leases amount secured by the Mortgage with respect to such leasehold estates, Real Property shall be limited to the “Camber Leases”), free and clear fair market value of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default Real Property as determined in good faith based on the part of Camber or appraisal to be obtained by the Agent with respect to such Real Property subject to any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or applicable laws in the aggregaterelevant jurisdiction or such lesser amount agreed to in its sole discretion by the Required Lenders. In addition, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending orunless otherwise waived by Agent (acting at the direction of the Required Lenders) or the Required Lenders, to the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Camber.Borrower shall deliver:

Real Property. Except (a) Schedule 3.10(a) of the Disclosure Schedules sets forth a true and complete list of all real property owned in fee as of the date hereof by each of the Acquired Entities after giving effect to the Divestitures, which identifies such land by (x) owner and (y) tract number and/or parcel number (such property collectively, the “Owned Real Property”). With respect to the Owned Real Property, except as set forth on Schedule 3.10(a), (i) one or more of the Acquired Entities has good and valid title to such Owned Real Property, free and clear of all Liens other than any such Lien (A) for Taxes or governmental assessments, governmental charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established in accordance with GAAP, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar Lien arising in the ordinary course of business, (C) for any obligation which is disclosed on the Balance Sheet, (D) for any obligation which was incurred in the ordinary course of business since the Balance Sheet Date, (E) disclosed by the preliminary title reports made available to Buyer in the Dataroom, or (F) which would not reasonably be expected to have, either individually or in materially impair the aggregatecontinued use of any Owned Real Property by the Acquired Entities for the Business as currently operated (each of the foregoing, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement“Permitted Lien”) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of wayconditions, covenants, conditionsencroachments, easements, restrictions and other similar encumbrances that do not materially adversely affect the value or use of the properties Owned Real Property by the Acquired Entities for the Business), (ii) there are no outstanding reversion rights, Contracts, outstanding options or assets subject thereto rights of first refusal or affected thereby offer in favor of any third party to purchase, lease, occupy or otherwise utilize any Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially impair business operations at such properties adversely affect the use in the Business by the Acquired Entities of the Owned Real Property affected thereby, (iii) neither Seller nor any Acquired Entity has received written notice of any condemnation or eminent domain proceeding commenced or threatened with respect to any Owned Real Property, any portion thereof or Seller’s interest therein that would reasonably be expected to materially adversely affect the use in the Business by the Acquired Entities of the Owned Real Property affected thereby, (iv) none of the Owned Real Property has been leased, and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use none of the properties Owned Real Property has been licensed nor has any third party been granted any right to use or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee occupy all of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber any portion of any Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each that such lease is valid and no event license or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, occupancy would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to materially adversely affect the knowledge of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or use in the aggregate, reasonably be expected to have a Material Adverse Effect on CamberBusiness by the Acquired Entities of the Owned Real Property affected thereby.

Real Property. Except Save and except for the Leasehold Property, the Seller does not own any real property. Section 3(I) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Seller related to the Acquired Assets, The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 3(I) of the Disclosure Schedule (as amended to date), and all Consents and Permits that may be required for the grant of such said leases and subleases. Other than such leases or subleases, the Acquired Assets do not include any Teal property or any interests therein. With respect to each lease and sublease listed in Section 3(I) of the Disclosure Schedule: i the Seller has good and marketable leasehold title to the real property subject to the lease or sublease, and to the buildings and fixtures located or situated thereon, free from any Security Interest (other than the Permitted Liens) and free from any leases, tenancies, claims, covenants, restrictions, conditions or other agreement (save for the subleases listed in Section 3(c) of the Disclosure Schedule and the covenants, restrictions, conditions and agreement contained in the Building Agreement/Agreement for Lease dated 1 November 1993), and the Seller has exclusive and unfettered use of the said real property, buildings and fixtures subject only to the terms of the relevant lease and/or sublease and the terms of the Building Agreement/Agreement for Lease; 14 ii to the Knowledge of the Seller and each of the Shareholders, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect, except in the case of any sublease granted by the Seller where the illegality, invalidity, non-binding nature, unenforceability or ineffectiveness would not be reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on Camber, Camber Effect; iii to the Knowledge of the Seller and each Camber Subsidiary of the Shareholders, each such sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except where the illegality, invalidity, nonbinding nature, unenforceability or ineffectiveness would not have a Material Adverse Effect; iv the grant of the lease or sublease has been made with the Consent of all head landlords and relevant authorities and other interested Persons and all conditions attached to such Consents have been complied with in all material respects; v the Seller has not received Notice of any breach or default by it under any such lease or sublease and, to the Knowledge of the Seller and each of the Shareholders, (aA) have marketable neither the Seller nor any other party to any such lease or sublease is in breach or default thereunder and valid title (B) no event has occurred which, with Notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; vi the Seller has not, and to all the Knowledge of the Seller and each of the Shareholders, no other party to the lease or sublease, has repudiated any provision thereof, and there are no circumstances which could entitle any Person to exercise any powers of forfeiture, entry and/or taking of possession or which could otherwise restrict or prejudice the continued use and possession of the real property reflected (subject to the lease or sublease) or the buildings and fixtures located or situated thereon; vii to the Knowledge of the Seller and each of the Shareholders, there are no disputes, oral agreements, or forbearance programs in effect as to the latest audited balance sheet included lease or sublease or affecting the real property, subject to the lease or the sublease or the buildings and fixtures located thereon; viii with respect to each sublease, the representations and warranties set forth in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except subscriptions (i) statutory Liens securing payments not yet duethrough (vii) above are true and correct with respect to the underlying lease; ix Section 3(l)(ix) of the Disclosure Schedule sets forth the terms and any relevant information regarding any assignment, (ii) Liens for real property Taxes not yet delinquenttransfer, (iii) materialmen’s conveyance, mortgage, deed in trust, or mechanic’s Liens encumbrance related to the Leasehold Property and statutory the Seller has complied in all material respects and are in compliance in all material respects with the terms and conditions of any such assignment, transfer, conveyance, mortgage, deed of trust or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect encumbrance; x the value or current use of the properties real property subject to the lease or assets subject thereto sublease, the buildings and fixtures located or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”)situated thereon, and all machinery and equipment therein, and the conduct of any business therein as presently conducted, complies with all applicable Laws, Consents and Permits and all contractual obligations owed by the Seller to any Person; xi all facilities leased or subleased thereunder have received all approvals of governmental authorities (bincluding licenses and Permits) are required in connection with the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date operation thereof (except for leases that have expired by their terms since the date thereof or and have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively operated and maintained in accordance with the Camber Owned Properties, the “Camber Real Property”, applicable Permits and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such leaseLaws, except where the failure so to operate any such breach or default, either individually or in the aggregate, would facility would- not reasonably be expected to have a Material Adverse Effect Effect; xii all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of the facilities by the Seller until the Closing; xiii the Seller has paid all rents, Taxes, assessments, impositions and outgoings in respect of the real property held under the lease or sublease (whether imposed by agreement, Law or otherwise) as and when they fall due and the Seller is not in arrears in respect of such payments; and xiv To the best of the Seller's knowledge, no structural or other material defects have appeared affecting the buildings and fixtures on Camber. There are no pending or, or comprising any of the real property subject to the knowledge lease or sublease; and all Laws, Permits, Consents and contractual obligations owed by the Seller to any Person, have been complied with for the construction, alteration and/or maintenance of Camberthe real property, threatened condemnation proceedings against its buildings and fixtures. For the Camber Real Propertypurposes of this Agreement, except as would notincluding Section 3(l), individually or in the aggregatereferences to a lease include an agreement to lease, reasonably be expected and the references to have a Material Adverse Effect on Camberreal property include any property which is the subject of an agreement to lease.

Real Property. Except as (a) Section 3.24(a) of the Company Disclosure Letter lists each hotel (collectively, the “Owned Hotels”), and certain other parcels of real property currently owned by the Company or any Subsidiary, and sets forth the Company or the applicable Subsidiary owning such property. The Company has made available to Parent legal descriptions of each material parcel of real property (including each of the Owned Hotels) currently owned by the Company or any of its Subsidiaries (collectively, the “Owned Real Properties”; the Owned Real Properties together with the Leased Properties (defined below), collectively, the “Properties”). The Company or the applicable Subsidiary set forth on Section 3.24(a) of the Company Disclosure Letter owns fee simple title to the Owned Real Properties, free and clear of all Liens, other than (i) Liens for current real estate taxes and assessments not yet due and payable or Liens for income and similar taxes that are being contested in good faith and for which the Company has made adequate provision in accordance with GAAP, (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) to the extent such Liens would not have a Company Material Adverse Effect, (A) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (B) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not reasonably be expected to have, either individually materially interfere with the conduct of the business of the Company or such Subsidiary; and (iv) all matters disclosed in zoning reports or instruments or agreements of record made available to the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title Parent prior to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Agreement (collectively, “Permitted EncumbrancesLiens”). Except as disclosed in Section 3.24(a) of the Company Disclosure Schedules, and (b) are none of the lessee Owned Hotels or Leased Properties is subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estatescompensation therefor, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending ornor, to the knowledge Knowledge of Camberthe Company, threatened condemnation proceedings against has any such condemnation, expropriation or taking been proposed. Neither the Camber Real PropertyCompany nor any Subsidiary is in violation of any material covenants, except as conditions or restrictions of record affecting any Properties which violations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.

Real Property. Except as would not reasonably be expected Prior to havethe Collateral Release Date, either individually or promptly upon the request of the Administrative Agent (but in any event within 75 days of such request) deliver to the aggregateCollateral Agent (with copies to the Administrative Agent) the following: (i) mortgages, a Material Adverse Effect on Camberdeeds of trust, Camber trust deeds, leasehold mortgages and each Camber Subsidiary (a) have marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed leasehold deeds of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) trust (the “Camber Owned PropertiesNew Mortgages”) duly executed by the Borrower in respect of the Acquired Material Property, each such New Mortgage to be substantially in the form of the most relevant Amended and Restated Mortgage (based on, for example, the state and county in which such New Mortgage will be recorded) recorded on or about July 21, 2005 (the “Recorded Term Mortgages”), with such changes to account for (A) local law matters as advised by the Administrative Agent’s local counsel, (B) property/transaction specific matters that are necessary or desirable in the opinion of the Administrative Agent and (C) any other matters that are necessary or desirable in the opinion of the Administrative Agent; provided that the starting form for such New Mortgage shall be a Recorded Term Mortgage; and provided further that if the property to be encumbered by a New Mortgage is in a state in which no Recorded Term Mortgage exists, the starting form to be used 81 AESC Credit Agreement shall be the most suitable form from among the Recorded Term Mortgages, as determined by the Administrative Agent; (ii) confirmations from the title insurance company recording the New Mortgages that duly executed counterparts of such New Mortgages that are sufficient for recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been delivered to such title insurance company, and evidence reasonably satisfactory to the Administrative Agent that all filing and recording taxes and fees have been paid; (iii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by title insurers acceptable to the Administrative Agent, insuring the New Mortgages to be valid and subsisting Liens on the properties described therein, free and clear of all material Liens, except defects (i) statutory including mechanics’ Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) and materialmen’s Liens) and encumbrances, excepting only Permitted Liens (other than mechanics’ liens and materialmen’s liens to be insured against under said policies), and providing for such other affirmative insurance as the Administrative Agent may deem necessary or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, desirable; (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use ALTA Surveys (for which all necessary fees (where applicable) have been paid) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Material Acquired Property dated reasonably near the date of such properties and delivery; (v) confirmation from the title insurance company recording such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) are the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases New Mortgages with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priorities of such leasehold estatesNew Mortgages; and (vi) evidence that all action (including payment by the Borrower to the title insurance company recording such New Mortgages of the amount previously notified by such title insurance company to the Borrower as necessary for it to record such New Mortgages) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Borrower under the Financing Documents have been taken; provided that in the case of any Acquired Material Property acquired by or otherwise transferred to the Borrower in connection with a Permitted Asset Swap, the “Camber Leases”)Borrower shall comply with the requirements of the first sentence of this Section 5.01(l) no later than five days after such acquisition or transfer, free and clear whether or not the Administrative Agent shall have made a request therefor. In the event that any additional Advances are made hereunder pursuant to Section 2.16 prior to the Collateral Release Date, the Borrower shall, within twenty (20) days of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes orAdvance, after notice or lapse of time or both, will constituteobtain from each title insurance company that has issued a mortgagee title insurance policy, a material breach or default on the part of Camber or any Camber Subsidiary, or “date down” endorsement (in form and substance reasonably satisfactory to the knowledge Administrative Agent) at the time of Cambereach such additional Advance, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, without increase to the knowledge aggregate insured amount of Camber, threatened condemnation proceedings against the Camber Real Property, except as would not, individually or in coverage provided to the aggregate, reasonably be expected to have a Material Adverse Effect on CamberAdministrative Agent under the Mortgage Policies.

Real Property. Except as would not reasonably be expected to have, either individually The Company or in the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Company Subsidiary (a) have has good and marketable and valid title to all the real property reflected in the latest audited balance sheet included in the Camber SEC Company Reports as being owned by Camber the Company or a Camber Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the such date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreementbusiness) (the “Camber Company Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquentdue and payable, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (viv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) are is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiarysuch date) (such leasehold estates, collectively with the Camber Company Owned Properties, the “Camber Company Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material LiensLiens of any nature whatsoever, except for Permitted Encumbrances Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid and no event or condition exists which constitutes without default thereunder by the lessee or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of CamberCompany’s knowledge, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberlessor. There are no pending or, to the knowledge of Camberthe Company, threatened condemnation proceedings against the Camber Company Real Property. The properties and assets of the Company and its Subsidiaries are in good condition and are sufficient for the continued conduct of the business of the Company and its Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, except property and assets that are necessary to conduct the business of the Company and its Subsidiaries as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cambercurrently conducted.

Real Property. Except as (a) Section 3.24(a) of the Company Disclosure Letter lists each hotel (collectively, the "OWNED HOTELS"), and certain other parcels of real property currently owned by the Company or any Subsidiary, and sets forth the Company or the applicable Subsidiary owning such property. The Company has made available to Parent legal descriptions of each material parcel of real property (including each of the Owned Hotels) currently owned by the Company or any of its Subsidiaries (collectively, the "OWNED REAL PROPERTIES"; the Owned Real Properties together with the Leased Properties (defined below), collectively, the "PROPERTIES"). The Company or the applicable Subsidiary set forth on Section 3.24(a) of the Company Disclosure Letter owns fee simple title to the Owned Real Properties, free and clear of all Liens, other than (i) Liens for current real estate taxes and assessments not yet due and payable or Liens for income and similar taxes that are being contested in good faith and for which the Company has made adequate provision in accordance with GAAP, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, (iii) to the extent such Liens would not have a Company Material Adverse Effect, (A) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (B) all matters of record, and (C) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not reasonably be expected to have, either individually materially interfere with the conduct of the business of the Company or such Subsidiary; and (iv) all matters disclosed in zoning reports or instruments or agreements of record made available to the aggregate, a Material Adverse Effect on Camber, Camber and each Camber Subsidiary (a) have marketable and valid title Parent prior to all the real property reflected in the latest audited balance sheet included in the Camber SEC Reports as being owned by Camber or a Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Camber Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet delinquent, (iii) materialmen’s or mechanic’s Liens and statutory or common law Liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iv) Liens, easements, rights of way, covenants, conditions, restrictions and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (v) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Agreement (collectively, “Permitted Encumbrances”"PERMITTED LIENS"). Except as disclosed in Section 3.24(a) of the Company Disclosure Schedules, and (b) are none of the lessee Owned Hotels or Leased Properties is subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of all leasehold estates reflected in the latest audited financial statements included in such Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estatescompensation therefor, collectively with the Camber Owned Properties, the “Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all material Liens, except for Permitted Encumbrances and each such lease is valid and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of Camber or any Camber Subsidiary, or to the knowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending ornor, to the knowledge of Camberthe Company, threatened condemnation proceedings against has any such condemnation, expropriation or taking been proposed. Neither the Camber Real PropertyCompany nor any Subsidiary is in violation of any material covenants, except as conditions or restrictions of record affecting any Properties which violations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on CamberEffect.