Common use of Real Property Clause in Contracts

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCamber, Camber and each Camber Subsidiary (a) the Company or a Company Subsidiary has good have marketable and marketable valid title to all the real property reflected in the latest audited balance sheet included in the Company Camber SEC Reports as being owned by the Company Camber or a Company Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Company 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 due and payabledelinquent, (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 (ivv) 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) is are the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Company Camber Owned Properties, the “Company Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, Encumbrances and each such lease is valid without default thereunder by the lessee 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 Company’s knowledgeknowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the lessoraggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of the CompanyCamber, threatened condemnation proceedings against the Company 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 (a) With respect to each material real property owned by Parent or any Subsidiary (such property collectively, the “Parent Owned Real Property”), except as would not reasonably be expectedhave, either individually or in the aggregate, to have a Parent Material Adverse Effect on the CompanyEffect, (ai) the Company either Parent or a Company Subsidiary of Parent has good marketable and marketable insurable fee simple title to such Parent Owned Real Property, free and clear of all Liens other than any Parent Permitted Liens and Permitted Encumbrances, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Parent Owned Real Property that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Parent Owned Real Property by Parent in the operation of its business thereon. Neither Parent nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Parent there is no threatened, condemnation proceeding with respect to any Parent Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease and other agreement (collectively, the “Parent Real Property Leases”) under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned PropertiesParent Leased Real Property”)) at which the material operations of Parent or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of the Parent Leased Real Property by Parent in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord thereunder, exists under any Parent 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 Parent Real Property Lease. Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Parent Real Property Leases, in each parcel of Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens and Permitted Encumbrances. Neither Parent nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of Parent, there is no threatened, condemnation proceeding with respect to any Parent Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Parent Material Adverse Effect: (i) statutory Liens securing payments not yet due, (ii) Liens each of Parent and its Subsidiaries has such Rights-of-Way that are necessary for real property Taxes not yet due Parent and payable, (iii) easements, rights of wayits Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, 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 each such properties Right-of-Way is valid and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens (other than Parent Permitted Liens); (ii) Parent and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) Parent and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) Parent has not received written notice of the occurrence of any nature whatsoeverongoing event or circumstance that allows, except for Permitted Encumbrancesor after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of Parent and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by Parent and its Subsidiaries are subject to Rights-of-Way, and is in possession there are no gaps (including any gap arising as a result of any breach by Parent or any of its Subsidiaries of the properties purported terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, materially and adversely affect the ability of Parent and its Subsidiaries to be leased thereunder, and each such lease is valid without default thereunder by operate their business in the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertyordinary course consistent with past practices.

Real Property. Except as would not reasonably be expected, either individually Home or in the aggregate, to have a Material Adverse Effect on the Company, Home Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Home Reports as being owned by the Company Home or a Company 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) (the “Company Home Owned Properties”), free and clear of all 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 due and payablepayable or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected in the Home Reports, (iiiiv) easements, rights of way, 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 (ivv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Home Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Home Leased Properties” and, collectively with the Company Home Owned Properties, the “Company Home Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and to Home’s knowledge each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, or the lessor. There are no pending or, to the knowledge of the CompanyHome, threatened condemnation proceedings against the Company Home Real Property.

Real Property. Except Deliver to the Collateral Agent for the benefit of the Secured Parties, for each of the Mortgaged Properties listed on Schedule 5.07: (A) with respect to each of the Existing Mortgaged Properties: (I) one or more counterparts, as would specified by the Collateral Agent, of a Mortgage Amendment duly executed, acknowledged and delivered by the appropriate Nexstar Entities and Mission Entities amending the Existing Mortgage covering such Existing Mortgaged Property to reflect the new Maturity Date and reflect changes made to the Obligations evidenced by this Agreement, and to make such other amendments as the Collateral Agent and the Administrative Agent deem necessary for such Existing Mortgage to be consistent with this Agreement; (II) evidence that counterparts of each such Mortgage Amendment have been duly filed or recorded in all appropriate filing or recording offices in order to continue a valid first and subsisting Lien on the Existing Mortgaged Property described therein for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent and the Administrative Agent; (III) either (1) an ALTA Form 11 endorsement or similar endorsement where ALTA Form 11 is unavailable to the Existing Mortgage Policy for such Existing Mortgaged Property insuring that coverage under such Existing Mortgage Policy has not reasonably be expectedbeen reduced or terminated by virtue of such Mortgage Amendment, either individually including a down date endorsement disclosing no additional liens or title exceptions against such Existing Mortgaged Property unless approved by the Administrative Agent and Collateral Agent, and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Existing Mortgaged Property; (IV) a flood insurance policy in an amount equal to the lesser of the maximum amount secured by the applicable Existing Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent that none of the improvements located on such land is located in a flood hazard area; and (V) at the request of the Administrative Agent, a local counsel opinion from counsel in the aggregate, applicable State addressed to have a Material Adverse Effect on the Company, (a) Secured Parties regarding the Company or a Company Subsidiary has good enforceability of each such Mortgage Amendment and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports such other matters as being owned reasonably requested by the Company or a Company Subsidiary or Collateral Agent. (B) With respect to each Material Real Property being acquired after by any Loan Party in connection with the date thereof (except properties sold or otherwise disposed of since Acquisition Agreements, the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, Mortgages and other similar encumbrances that do not materially affect the value or use documents and items specified in Section 6.11(c) and Section 6.11(c) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.Nexstar Credit Agreement;

Real Property. Except The applicable Loan Parties shall obtain and deliver to Administrative Agent, within one hundred and eighty (180) days after the Closing Date (unless waived or extended by Administrative Agent in its sole discretion), to the extent delivery has not been waived by Administrative Agent in its discretion, the following: (i) each of the Mortgages, executed and delivered by a duly authorized officer of the Loan Party signatory thereto; (ii) the executed legal opinion of each local counsel in the jurisdiction set forth on Schedule 6.11(b)(ii), with respect to collateral security matters in connection with the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent; (iii) in respect of each of the Mortgaged Properties an irrevocable written commitment to issue a mortgagee’s title policy (or policies) or marked up unconditional binder for such insurance dated as would not reasonably of the date the applicable Mortgage is executed and delivered. Each such policy shall (i) be expected, either individually in the amount set forth with respect to such policy in Schedule 6.11(b)(iii) or in an amount otherwise reasonably satisfactory to the aggregate, to have Collateral Agent; (ii) insure that the Mortgage insured thereby creates a Material Adverse Effect valid Lien on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), Mortgaged Properties encumbered thereby free and clear of all Liensdefects and encumbrances, except (i) statutory Liens securing payments not yet dueas may be approved by the Collateral Agent, (ii) Liens and except for real property Taxes not yet due and payable, Permitted Liens; (iii) easements, rights of way, and other similar encumbrances that do not materially affect name the value or use of Collateral Agent as the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such imperfections endorsements and affirmative coverage, as reasonably agreed to by the Collateral Agent and the Borrower; and (vi) be issued by the Title Insurance Company. The Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid or irregularities other reasonably satisfactory arrangements have been made, and the Collateral Agent shall have also received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or Liens policies referred to in this subsection; (iv) Parent shall have used reasonable best efforts to cause the Administrative Agent to have been named as do not materially affect an additional insured with respect to liability policies and the value Collateral Agent to have been named as loss payee and mortgagee with respect to the property insurance maintained by any Loan Party with respect to the Mortgaged Properties; (v) new ALTA surveys (or use existing surveys together with affidavits of no-change to the Title Insurance Company in lieu thereof) in such form as is sufficient to cause the Title Insurance Company to delete the standard “survey exception” from the title insurance policies delivered with respect to the Mortgaged Properties pursuant to subsection 6.11(b)(iii) on or prior to the date such policies are delivered (or to issue endorsements to such title insurance policies which have the effect of deleting the standard “survey exception”); and (vi) a zoning report in lieu of a zoning endorsement with respect to each 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Mortgaged Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except Deliver to the Collateral Agent for the benefit of the Secured Parties, for each of the Mortgaged Properties listed on Schedule 5.07: (A) with respect to each of the Existing Mortgaged Properties: (I) one or more counterparts, as would specified by the Collateral Agent, of a Mortgage Amendment duly executed, acknowledged and delivered by the appropriate Nexstar Entities and Mission Entities amending the Existing Mortgage covering such Existing Mortgaged Property to reflect the new Maturity Date and reflect changes made to the Obligations evidenced by this Agreement, and to make such other amendments as the Collateral Agent and the Administrative Agent deem necessary for such Existing Mortgage to be consistent with this Agreement; (II) evidence that counterparts of each such Mortgage Amendment have been duly filed or recorded in all appropriate filing or recording offices in order to continue a valid first and subsisting Lien on the Existing Mortgaged Property described therein for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent and the Administrative Agent; (III) either (1) an ALTA Form 11 endorsement or similar endorsement where ALTA Form 11 is unavailable to the Existing Mortgage Policy for such Existing Mortgaged Property insuring that coverage under such Existing Mortgage Policy has not reasonably be expectedbeen reduced or terminated by virtue of such Mortgage Amendment, either individually including a down date endorsement disclosing no additional liens or title exceptions against such Existing Mortgaged Property unless approved by the Administrative Agent and Collateral Agent, and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Existing Mortgaged Property; (IV) a flood insurance policy in an amount equal to the lesser of the maximum amount secured by the applicable Existing Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent that none of the improvements located on such land is located in a flood hazard area; and (V) at the request of the Administrative Agent, a local counsel opinion from counsel in the aggregate, applicable State addressed to have a Material Adverse Effect on the Company, (a) Secured Parties regarding the Company or a Company Subsidiary has good enforceability of each such Mortgage Amendment and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports such other matters as being owned reasonably requested by the Company or a Company Subsidiary or Collateral Agent. (B) With respect to each Material Real Property being acquired after by any Loan Party in connection with the date thereof (except properties sold or otherwise disposed of since Acquisition Agreements, the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, Mortgages and other similar encumbrances that do not materially affect the value or use documents and items specified in Section 6.11(c) and Section 6.11(c) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.Mission Credit Agreement;

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 expectedexpected to have, either individually or in the aggregate, to have a Parent Material Adverse Effect on the CompanyEffect, (ai) the Company either Parent or a Company Subsidiary of Parent has good and marketable 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 the latest audited balance sheet included in the Company Reports as being owned by the Company good faith or for which adequate accruals or reserves have been established, (B) which is a Company Subsidiary carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, 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, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto included in the Parent SEC Documents filed prior to the date hereof or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of such recent consolidated balance sheet of Parent or (E) which would not reasonably be expected to materially impair the continued use of a 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 reversion 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 Parent there is no pending or threatened condemnation or eminent domain proceeding with respect to any Parent Owned Real Property, except proceedings which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each material lease, sublease, license, easement and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of Parent and its Subsidiaries are conducted (the “Company Owned PropertiesParent Leased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of Parent or, if applicable, its Subsidiary or, to the knowledge of Parent, the landlord or other parties to such lease or other agreement thereunder exists with respect to any Parent Leased Real Property. Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Parent Leased Real Property, free and clear of all Liens, except for Parent Permitted Liens (i) statutory Liens securing payments not yet dueand conditions, (ii) Liens for real property Taxes not yet due and payablecovenants, (iii) encroachments, easements, rights of way, restrictions and other similar encumbrances that do not materially adversely affect the value or use of the properties Parent Leased Real Property by Parent for residential home building). Except as is not having or assets subject thereto would not reasonably be expected to have, individually or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has (except for leases that have expired by their terms since the date thereofx) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens received notice of any nature whatsoeverpending, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending orand, to the knowledge of the CompanyParent, threatened there is no threatened, condemnation proceedings against the Company proceeding with respect to any Parent Leased Real Property, (y) collaterally assigned or granted a security interest in the Parent Leased Real Property except for Parent Permitted Liens, or (z) received any written notice of any default under lease or other agreement for a Parent Leased Real Property and, to the knowledge of Parent, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by Parent or any of its Subsidiaries, as applicable, under any such leases and agreements. (c) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no judgment, injunction, order, decree, statute, ordinance, rule, regulation, moratorium, or other action by or before a Governmental Entity exists or is pending or threatened that restricts the development or sale of Parent Owned Real Property currently under development or all or a portion of which is being held for sale by Parent or any of its Subsidiaries. (d) No developer-related charges or assessments imposed by any Governmental Entity (or any other person) for public improvements (or otherwise) against any Parent Owned Real Property held for development, are unpaid (other than those reflected on the most recent financial statements of Parent, and those incurred since the date of such financial statements of Parent to the extent in the ordinary course of Parent’s business and consistent with past practices), except for such charges and assessments as, in the aggregate, are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCharter, Charter or CharterBank, as applicable, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Charter SEC Reports as being owned by the Company Charter or a Company 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 businessBusiness) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Charter Leased Properties” and, collectively with the Company Charter Owned Properties, the “Company Charter Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Lease is valid without default thereunder by the lessee or, to the CompanyCharter’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyCharter, threatened condemnation proceedings against the Company Charter Real Property. Charter Disclosure Schedule Section 3.18 contains a complete and accurate list of each Charter Real Property, including Lease commencement and termination dates and any notices required prior to consummation of the transactions contemplated by this Agreement, as applicable.

Real Property. (a) The Sellers or the Conveyed Subsidiaries (or their Subsidiaries) have, or will have as of the Closing, insurable title in fee simple to the Owned Real Property, free and clear of any Liens, other than Permitted Liens. Except as set forth in Section 4.14(a) of the Seller Disclosure Letter or as would not reasonably be expectednot, either individually or in the aggregate, materially impair the operations of the Business, taken as a whole, neither Sellers nor the Conveyed Subsidiaries (or their Subsidiaries) is leasing or otherwise granting to have any third party the right to use or occupy any Owned Real Property or any portion thereof. (b) Except as set forth in Section 4.14(b)(i) of the Seller Disclosure Letter, Sellers or the Conveyed Subsidiaries (or their Subsidiaries) has a Material Adverse Effect valid leasehold interest and valid and continuing right to use and occupy each Leased Real Property pursuant to a Real Property Lease. Except (x) as set forth in Section 4.14(b)(ii) of the Seller Disclosure Letter, or (y) as would not, individually or in the aggregate, materially impair the operations of the Business, taken as a whole, (i) each Real Property Lease is legal, valid and binding on the CompanySeller or Conveyed Subsidiary (or Subsidiary thereof) that is a party thereto and, to the Knowledge of Seller Parent, each other party thereto and is in full force and effect, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), (aii) no Seller or Conveyed Subsidiary (or Subsidiary thereof) or, to the Company Knowledge of Seller Parent, any other party thereto, is in breach of, or a Company Subsidiary default under, any such Real Property Lease and (iii) neither the Sellers nor the Conveyed Subsidiaries (or their Subsidiaries) is leasing or otherwise granting to any third party the right to use or occupy any Leased Real Property or any portion thereof. (c) Except as set forth in Section 4.14(c) of the Seller Disclosure Letter, (i) no certificate, permit or license from any Governmental Authority having jurisdiction over any of the Real Property, or any Contract, easement or other right which is necessary to permit the lawful occupancy of the buildings and improvements on any of the Real Property or which is necessary to permit the lawful use of all driveways, roads and other means of egress and ingress to and from any of the Real Property, in each case, with respect to the Business, has good not been obtained or, to the Knowledge of Seller Parent, is not in full force and marketable title to all the real property reflected effect, which would, individually or in the latest audited balance sheet included aggregate, materially impair the operations of the Business, taken as a whole, and (ii) none of the Sellers (in respect of the Business) or the Conveyed Subsidiaries or their Subsidiaries has received any written notice from any Governmental Authority that the Real Property is currently in violation of any applicable Law that would, individually or in the Company Reports aggregate, materially impair the operations of the Business, taken as being a whole. (d) Section 4.14(d)(i) of the Seller Disclosure Letter sets forth each manufacturing and research and development facility at which Products are manufactured or developed that is owned or operated by Sellers or the Company Conveyed Subsidiaries (or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businesstheir Subsidiaries) (the “Company Owned PropertiesSeller Facilities”), free and clear of all Liens, except (i. Except as set forth in Section 4.14(d)(ii) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties Seller Disclosure Letter, Sellers or assets subject thereto the Conveyed Subsidiaries (or affected thereby their Subsidiaries) has insurable title in fee simple to, or otherwise materially impair business operations at such properties a valid leasehold interest and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or valid and continuing right to use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv)and occupy, collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertySeller Facility.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanySterling, (a) the Company Sterling or a Company Sterling Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Sterling Reports as being owned by the Company Sterling or a Company 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) (the “Company Sterling Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Sterling Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Sterling Owned Properties, the “Company Sterling Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of Sterling, the lessor. There are no pending or, to the knowledge of the CompanySterling, threatened condemnation proceedings against the Company Sterling Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCBC, (a) the Company CBC or a Company Subsidiary of CBC has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company CBC Reports as being owned by the Company CBC or a Company 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) (the “Company CBC Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company CBC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company CBC Owned Properties, the “Company CBC Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of CBC, the lessor. There are no pending or, to the knowledge of the CompanyCBC, threatened condemnation proceedings against the Company CBC Real Property.

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 expectedset forth on Schedule 3.9(a), either individually 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 use or a leasehold interest in, 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), to have a Material Adverse Effect on the Company, (a) ownership or leasehold interest of the Company or a Company Subsidiary has good and marketable title to all the Minority Bank in such real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company is not subject to any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, title exceptions or a Company 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) (the collectively, “Company Owned PropertiesEncumbrances”), free and clear of all 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 carriers’, workers’, repairers’, materialmen’s, warehousemen liens’ and similar Encumbrances incurred in the Ordinary Course of Business, (iii) Encumbrances for taxes not yet due and payable or that are being contested in good faith and for which proper reserves have been established and reflected on the Minority Bank Interim Balance Sheet, (iv) minor defects in title to real property Taxes that do not materially impair the intended use thereof, (v) zoning and similar restrictions on the use of real property, and (vi) in the 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, (iii) easementsor that are being contested in good faith and for which proper reserves have been established and reflected on the Minority Bank Interim Balance Sheet. All material certificates, rights of way, licenses and other similar encumbrances that do not materially affect permits required for the value or lawful use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens occupancy of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder real property by the lessee or, to the Company’s knowledge, the lessor. There Minority Bank have been obtained and are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertyin full force and effect.

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 expectedowned 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 real property leased by Monsoon or any Monsoon Subsidiary (each, either individually a “Monsoon Leased Real Property” and, together with each Monsoon Owned Real Property, the “Monsoon Real Property”) and identifies the leases or in the aggregatesubleases demising such Monsoon Owned Real Property (each, to have a Material Adverse Effect on the Company, (a) the Company “Monsoon Real Property Lease”). Monsoon or a Company Monsoon Subsidiary has good and marketable valid title to its freehold or leasehold estates in all the real property reflected Monsoon Real Property, in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), each case free and clear of all Liens, except (i) statutory Liens securing payments not yet dueindebtedness reflected in the latest Monsoon Financial Statements, (ii) Liens for 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 latest Monsoon Financial Statements, (iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business consistent with past practice for sums not yet due and payable, payable and (iiiv) easements, rights of way, and other similar encumbrances that Liens which do not and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the value use and operation of such assets as they are presently used and operated or use of intended to be used and operated in connection with the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and Monsoon Business (iv) 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 (items in clauses (i) through (ivv), collectively, “Monsoon Permitted EncumbrancesLiens”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company For purposes of this Agreement, "Reckson Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof incurred in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments business for sums not yet duedue 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 real property current Taxes not yet due and or payable, (iiiv) any covenants, conditions, restrictions, reservations, rights, Liens, easements, rights of wayencumbrances, encroachments and other similar encumbrances that 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 properties 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 assets subject thereto occupancy agreements pursuant to which Reckson or affected thereby 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 materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Propertiesmaterial to, the “Company business of Reckson and its Subsidiaries as it is currently conducted. "Reckson Real Property”), free " means Reckson Owned Real Property and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Reckson Leased Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanySunshine, Sunshine or its Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Sunshine SEC Reports as being owned by the Company Sunshine or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Sunshine SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Sunshine Leased Properties” and, collectively with the Company Sunshine Owned Properties, the “Company Sunshine Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanySunshine’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanySunshine, threatened condemnation proceedings against the Company Sunshine Real Property. Sunshine Disclosure Schedule 3.18 contains a complete and accurate list of each Sunshine Real Property, including lease commencement and termination dates and any notices required prior to consummation of the transactions contemplated by this Agreement.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Each of HBI and the Company or a Company Subsidiary HBI Subsidiaries has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”)title, free and clear of all Liens, to all material real property owned by such entity (the “Owned Properties”), except for (i) Liens that do not materially detract from the present use of such real property or otherwise materially impair business operations at such properties, (ii) statutory Liens securing payments not yet due, due and (iiiii) Liens for real property Taxes not yet due and payable. (b) A true and complete copy of each agreement pursuant to which HBI or any of the HBI Subsidiaries leases any real property (such agreements, (iii) easementstogether with any amendments, rights of way, modifications 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 (iv) 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)supplements thereto, collectively, the “Permitted EncumbrancesLeases”), has heretofore been made available to FNB. Assuming due authorization, execution and (b) delivery by the counterparty thereto, each Lease is valid, binding and enforceable against HBI or the lessee HBI Subsidiary party thereto, as the case may be, and, to the knowledge of all leasehold estates reflected HBI, against any other party thereto, in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their accordance with its terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by HBI or any of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending HBI Subsidiaries or, to the knowledge of HBI, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the Companytransactions this Agreement contemplates will not cause any default under the Leases, threatened condemnation proceedings provided the consents and notices disclosed in this Section 3.17(b) of the HBI Disclosure Schedule have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on HBI. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which HBI and the HBI Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on HBI. (d) A true and complete copy of each agreement pursuant to which HBI or any of the HBI Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to FNB. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable against HBI or the Company Real PropertyHBI Subsidiary party thereto, as the case may be, and, to the knowledge of HBI, against any other party thereto, in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the knowledge of HBI, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on HBI.

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 expectedexpected to have, either individually or in the aggregate, to have a Company Material Adverse Effect on the CompanyEffect, (ai) either the Company or a Subsidiary of the Company Subsidiary has good and marketable 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 the latest audited balance sheet included in the Company Reports as being owned by the Company good faith or for which adequate accruals or reserves have been established, (B) which is a Company Subsidiary carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, 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, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Company SEC Documents filed prior to the date hereof or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of such recent consolidated balance sheet of the Company or (E) which would not reasonably be expected to materially impair the continued use of a 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 reversion 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 the Company there is no pending or threatened condemnation or eminent domain proceeding with respect to any Company Owned Real Property, except proceedings which are not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease, license, easement and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of the Company and its Subsidiaries are conducted (the “Company Owned PropertiesLeased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or other parties to such lease or other agreement thereunder exists with respect to any Company Leased Real Property. Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens (i) statutory Liens securing payments not yet dueand conditions, (ii) Liens for real property Taxes not yet due and payablecovenants, (iii) encroachments, easements, rights of way, restrictions and other similar encumbrances that do not materially adversely affect the value or use of the properties Company Leased Real Property by the Company for residential home building). Except as is not having or assets subject thereto would not reasonably be expected to have, individually or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such aggregate, a Company Material Adverse Effect, neither the Company Reports or acquired after the date thereof nor any of its Subsidiaries has (except for leases that have expired by their terms since the date thereofx) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens received notice of any nature whatsoeverpending, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending orand, to the knowledge of the Company, threatened there is no threatened, condemnation proceedings against proceeding with respect to any Company Leased Real Property, (y) collaterally assigned or granted a security interest in the Company Leased Real PropertyProperty except for Company Permitted Liens, or (z) received any written notice of any default under lease or other agreement for a Company Leased Real Property and, to the knowledge of Company, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by Company or any of its Subsidiaries, as applicable, under any such leases and agreements. (c) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no judgment, injunction, order, decree, statute, ordinance, rule, regulation, moratorium, or other action by or before a Governmental Entity exists or is pending or threatened that restricts the development or sale of Company Owned Real Property currently under development or all or a portion of which is being held for sale by the Company or any of its Subsidiaries. (d) No developer-related charges or assessments imposed by any Governmental Entity (or any other person) for public improvements (or otherwise) against any Company Owned Real Property held for development, are unpaid (other than those reflected on the most recent financial statements of the Company, and those incurred since the date of such financial statements of the Company to the extent in the ordinary course of the Company’s business and consistent with past practices), except for such charges and assessments as, in the aggregate, are not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property. Except as would not reasonably be expected, either individually CenterState or in the aggregate, to have a Material Adverse Effect on the Company, CenterState Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company CenterState Reports as being owned by the Company CenterState or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company CenterState Owned Properties, the “Company CenterState Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of CenterState, the lessor. There are no pending or, to the knowledge of the CompanyCenterState, threatened condemnation proceedings against the Company CenterState Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company MainSource or a Company MainSource Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company MainSource Reports as being owned by the Company MainSource or a Company MainSource Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness consistent with past practice) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company MainSource Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “MainSource Leased Properties” and, collectively with the Company MainSource Owned Properties, the “Company MainSource Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyMainSource’s knowledge, the lessor. There Except as set forth on Section 3.19 of the MainSource Disclosure Schedule, there are no pending or, to the knowledge of the CompanyMainSource, threatened condemnation proceedings against the Company MainSource Real Property.

Real Property. Except as would not reasonably be expected, either individually Discover or in the aggregate, to have a Material Adverse Effect on the Company, Discover Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Discover Reports as being owned by the Company Discover or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (ivv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company Discover Owned Properties, the “Company Discover Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and and, to the knowledge of Discover, each such lease is valid without material default thereunder by the lessee or, to the Company’s knowledgeknowledge of Discover, the lessor. There are no pending or, to the knowledge of the CompanyDiscover, threatened condemnation proceedings against the Company Discover Real Property.

Real Property. Except (a) Schedule 3.17 lists completely and correctly as would not reasonably of the Closing Date each Real Property owned or leased by the Borrower and its Relevant Subsidiaries and the address or location thereof, including the state in which such property is located. (b) Subject to Prior Liens and Permitted Encumbrances, the Pipeline Systems are covered by fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “rights of way”) in favor of the applicable Loan Parties, recorded or filed, as applicable and if and to the extent required in accordance with applicable law to be expectedso recorded or filed, either in the real property records of the county where the real property covered thereby is located or with the office of the applicable Railroad Commission or the applicable Department of Transportation, except where the failure of the Pipeline Systems to be so covered, or any such documentation to be so recorded or filed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Effect. Subject to Prior Liens and Permitted Encumbrances and except to the Companyextent the failure would not reasonably be expected to have a Material Adverse Effect, the rights of way granted to the Borrower or any other Loan Party that cover any Pipeline Systems establish a continuous right of way for such Pipeline Systems such that the applicable Loan Parties are able to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets. (ac) Subject to Prior Liens and Permitted Encumbrances, the Company or a Company Subsidiary has good and marketable title to all the Processing Plants are covered by fee deeds, real property reflected leases, or other instruments (collectively “deeds”) in favor of the Loan Parties, except to the extent the failure to be so covered would not reasonably be expected to have a Material Adverse Effect. Subject to Prior Liens and Permitted Encumbrances and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the deeds do not contain any restrictions that would prevent the Loan Parties from constructing, operating and maintaining the Processing Plants in, over, under, and across the land covered thereby in the latest audited balance sheet included in the Company Reports as being owned by the Company or same way that a Company Subsidiary or acquired after the date thereof prudent owner and operator would construct, operate, and maintain similar assets. (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessd) (the “Company Owned Properties”), free and clear of all Liens, except There is no (i) statutory Liens securing payments not yet duebreach or event of default on the part of the Borrower or any other Loan Party with respect to any right of way or deed granted to the Borrower or any other Loan Party that covers any of the Processing Plants or Pipeline Systems, (ii) Liens for real property Taxes not yet due to the knowledge of any of the Loan Parties, breach or event of default on the part of any other party to any right of way or deed granted to the Borrower or any other Loan Party that covers any of the Processing Plants or Pipeline Systems, and payable, (iii) easementsevent that, rights with the giving of waynotice or lapse of time or both, and other similar encumbrances that do not materially affect would constitute such breach or event of default on the value or use part of the properties Borrower or assets subject thereto any other Loan Party with respect to any right of way or affected thereby deed granted to the Borrower or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use any other Loan Party that covers any of the properties Processing Plants 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Pipeline Systems or, to the Company’s knowledgeknowledge of any of the Loan Parties, on the lessorpart of any other party thereto, in the case of clauses (i), (ii) and (iii) above, to the extent any such breach, default or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There The rights of way and deeds granted to the Borrower or any other Loan Party that cover any of the Processing Plants or Pipeline Systems (to the extent applicable) are no pending in full force and effect in all material respects and are valid and enforceable against the applicable Loan Party party thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the applicable Loan Parties have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 3.17) except, in each case, to the extent that a failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way granted to the Borrower or any other Loan Party and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The Processing Plants are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or the other Loan Parties and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The buildings and improvements owned or leased by the Borrower and the other Loan Parties, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Governmental Rule, except to the extent the contravention or violation of which would not reasonably be expected to have a Material Adverse Effect. (f) The material properties used or to be used in the Loan Parties’ Midstream Activities are in good repair, working order, and condition, normal wear and tear excepted, except to the extent the failure would not reasonably be expected to have a Material Adverse Effect. Neither the properties of the Borrower nor of any of the other Loan Parties has been affected, since the Closing Date, in any adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Real Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy that would reasonably be expected to have a Material Adverse Effect. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the CompanyBorrower or its Relevant Subsidiaries, threatened condemnation proceedings against is contemplated with respect to all or any portion of the Company Real PropertyPipeline Systems or the Processing Plants except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (h) Other than Mortgaged Property with respect to which the requirements of clause (h)(vii) of the definition of Collateral and Guarantee requirement have been satisfied, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any Governmental Authority.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.13(a) of the Company Disclosure Schedule lists by address each parcel of real property in which the Company or a Company any Subsidiary has good fee title interest that is currently used in and marketable title material to all the conduct of the business of the Company and the Subsidiaries, taken as a whole (the "OWNED PROPERTIES"). (b) Section 3.13(b) of the Company Disclosure Schedule lists by address each parcel of real property reflected in the latest audited balance sheet included in the Company Reports as being owned leased or subleased by the Company or any Subsidiary that is currently used in and material to the conduct of the business of the Company and the Subsidiaries, taken as a Company Subsidiary or acquired after whole (together with the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”, the "PROPERTIES"), with any guaranty given by the Company or any Subsidiary in connection therewith. To the best of Company's knowledge, the Company or one of its Subsidiaries has a defensible fee simple title to or valid leasehold interest in all of the Properties, free and clear of all Liens, except (i) statutory Liens securing payments for current taxes and assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens for real property Taxes not yet due and payableconstruction in progress, (iii) easementsworkmen's, rights repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of waybusiness of the Company or such Subsidiary consistent with past practice, and (iv) all Liens and other similar imperfections of title (including matters of record) and encumbrances that do not materially affect interfere with the value or use conduct of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties Company and the Subsidiaries, taken as a whole, or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties would not have a Company Material Adverse Effect (clauses (i) through (iv), collectively, “Permitted Encumbrances”"PERMITTED LIENS"), . True and (b) is the lessee complete copies of all leasehold estates reflected in the latest audited financial statements included in such agreements under which the Company Reports or acquired after any of its Subsidiaries owns, leases or subleases the date thereof (except for leases that Properties have expired by their terms since the date thereof) (collectively with been made available to Parent. Except as would not have a Company Material Adverse Effect, the Company Owned or one of its Subsidiaries has the right to the use and occupancy of the Properties, subject to the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession terms of the properties purported to be leased thereunderapplicable deed, lease or sublease relating thereto and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyPermitted Liens.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “"Company Owned Properties”"), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “"Company Real Property”"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property. The Company has previously made available to Purchaser a complete list of all Company Real Property as of the date of this Agreement.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.19(a) of the Company or Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all the real property owned by the Company Subsidiary and its Subsidiaries (collectively, “Owned Real Property”). The Company has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof Owned Real Property (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”accordance with Sections 5.1 and 5.2), free and clear of all Liens, Liens (except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is Section 3.19(b) of the lessee Company Disclosure Schedule sets forth as of the date hereof, a true, correct and complete list of all leasehold estates reflected in the latest audited financial statements included in such real estate leases, subleases, licenses and occupancy agreements (together with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which the Company Reports or acquired after any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries on the date thereof hereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Propertiescollectively, the “Company Leased Real Property”), whether in the Company’s or any of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “Real Estate Leases”). The Company or its Subsidiaries has valid leasehold interests in the Leased Real Property, free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances. Each Real Estate Lease is (i) valid, binding and is in possession of the properties purported to be leased thereunder, full force and each such lease is valid effect without material default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor, and (ii) enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Real Estate Lease, and to the knowledge of the Company, each counterparty to each Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any Real Estate Lease. The Company has made available to Parent a true, correct and complete copy of each written Real Estate Lease and each written amendment to any Real Estate Lease. (c) Neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person a right to use or occupy all or any portion of any Owned Real Property or Leased Real Property. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Owned Real Property or Leased Real Property.

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyHTLF, HTLF or a HTLF Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company HTLF Reports as being owned by the Company HTLF or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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 (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company HTLF Owned Properties, the “Company HTLF Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of HTLF, the lessor. There are no pending or, to the knowledge of the CompanyHTLF, threatened condemnation proceedings against the Company HTLF Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyTCF, TCF or a TCF Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all of the real property reflected in the latest audited balance sheet included in the Company TCF Reports as being owned by the Company TCF or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company TCF Owned Properties, the “Company TCF Real Property”), free and clear of all material Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to the Company’s knowledgeknowledge of TCF, the lessor. There are no material pending or, to the knowledge of the CompanyTCF, threatened condemnation proceedings against the Company any TCF Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the The Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a 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) (the “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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases any Company Leased Property is valid and in full force and effect and neither the Company nor any of its Subsidiaries, 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 knowledge of the Company, none of the buildings, structures or other improvements located on any 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 expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (ivvii) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending pending, or, to the knowledge of the Company, threatened threatened, condemnation proceedings against the Company Real Property, except as would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on the Company.

Real Property. Except as would not reasonably be expectedThe Collateral Agent shall have received the following: (i) With respect to each Mortgage executed prior to the Closing Date, either individually or a Mortgage Amendment substantially in the aggregateform of Exhibit O hereto (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected oth erwise in form for recording in the latest audited balance sheet included recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the Company Reports recording or filing thereof under applicable law, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Mortgage Amendment, deliver a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Real Property assuring the Collateral Agent that the Mortgage, as being owned amended by the Company or Mortgage Amendment is a Company Subsidiary or acquired after valid and enforceable first priority lien on such Mortgaged Real Property in favor of the date thereof (except properties sold or otherwise disposed Collateral Agent for the benefit of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), Secured Parties free and clear of all Liensdefects and encumbrances and liens except Permitted Collateral Liens (as defined in the applicable Mortgage), except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent; (iii) easementsto the extent requested by the Administrative Agent, rights with respect to each Mortgage Amendment, opinions of wayIrell & Xxxxxxx LLP and XxXxxxxx & English, LLP, which opinions (x) shall be addressed to each Agent and other similar encumbrances that do not materially affect the value or use each of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Lenders and be dated the Closing Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and perfection of the Liens and security interests granted pursuant to the relevant Security Documents and such properties other matters incident to the transactions contemplated herein as the Agents may reasonably request and (ivz) such imperfections or irregularities of title or Liens as do not materially affect shall be in form and substance reasonably satisfactory to the value or use Agents; provided that if any of the properties requirements of this Section 4.02(o) are not completed on or assets subject thereto or affected thereby or otherwise materially impair business operations at prior to the Closing Date after Borrower has used commercially reasonable efforts to do so, such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired requirements may be completed within 60 days after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyClosing Date.

Real Property. Except as would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on KTYB or as set forth in Section 3.18 of the Company, KTYB Disclosure Schedule, (a) the Company KTYB or a Company Subsidiary KTYB Subsidiary, as applicable, has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company KTYB Reports as being owned by the Company KTYB or a Company KTYB Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businesscourse, consistent with past practices) (the “Company KTYB Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 the properties and (iv) 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 the properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”). None of the KTYB Owned Properties is subject to any lease, and option to purchase, right of first refusal, purchase agreement or grant to any person of any right relating to the purchase, use, occupancy, or enjoyment of the applicable KTYB Owned Property or any portion thereof. No portion of any KTYB Owned Property is (i) operated as a nonconforming use under applicable zoning codes, (ii) located in either a “Special Flood Hazard Area” pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a “100 year” flood as provided by any Governmental Entity. (b) KTYB or a KTYB Subsidiary, as applicable, is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company KTYB Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company KTYB Owned Properties, the “Company KTYB Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyKTYB’s knowledge, the lessor. There True, correct, and complete copies of all leases with respect to any leased KTYB Real Property have been provided or otherwise made available to SYBT, and none of the leased KTYB Real Property is subject to any sublease or grant to any person of any right to the use, occupancy or enjoyment of the applicable KTYB Real Property or any portion thereof. (c) The KTYB Real Property complies in all material respects with all applicable private agreements, zoning codes, ordinances and requirements and other governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of the CompanyKTYB, threatened condemnation proceedings against with respect to the Company KTYB Real Property. All licenses and permits necessary for the occupancy and use of the KTYB Real Property, as used in the ordinary course, consistent with past practices of KTYB and the KTYB Subsidiaries, have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the KTYB Real Property are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. (d) All KTYB Owned Property that is other real estate owned ("OREO") is set forth on Section 3.18(d) of the KTYB Disclosure Schedule. The OREO does not include any OREO that KTYB or the appropriate KTYB Subsidiary, as applicable, would not be permitted to own under applicable laws and regulations pertaining to OREO.

Real Property. Except as would not reasonably be expectedset forth on Section 3.19 of the HopFed Disclosure Schedule, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company HopFed or a Company HopFed Subsidiary has good and marketable title in 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 Company Reports as being owned by the Company or a Company 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 businessbusiness consistent with past practice) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in Section 3.19 of the latest audited financial statements included in such the Company Reports HopFed Disclosure Schedule or acquired after the date thereof hereof (except for leases that have expired by their terms since the date thereof) (the “HopFed Leased Properties” and, collectively with the Company HopFed Owned Properties, the “Company HopFed Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyHopFed’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyHopFed, threatened condemnation proceedings against the Company HopFed Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company Xxxxxx Valley or a Company Xxxxxx Valley Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Xxxxxx Valley Reports as being owned by the Company Xxxxxx Valley or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Xxxxxx Valley Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Xxxxxx Valley Leased Properties” and, collectively with the Company Xxxxxx Valley Owned Properties, the “Company Xxxxxx Valley Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyXxxxxx Valley’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyXxxxxx Valley, threatened condemnation proceedings against the Company Xxxxxx Valley Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), ” free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the Company, the Company or one of its Subsidiaries, as applicable, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except for (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (ivvii) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending pending, or, to the knowledge of the Company, threatened threatened, condemnation proceedings against the Company Real Property, except as would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on the Company.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyTCF, (a) the Company TCF or a Company TCF Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company TCF Reports as being owned by the Company TCF or a Company 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) (the “Company TCF Owned Properties”), ) free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company TCF Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company TCF Owned Properties, the “Company TCF Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyTCF’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyTCF, threatened condemnation proceedings against the Company TCF Real Property.

Real Property. Except as would not reasonably be expected, either individually TCG or in the aggregate, to have a Material Adverse Effect on the Company, TCG Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company TCG Reports as being owned by the Company TCG or a Company 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) (the “Company "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 due and payablepayable or being contested in good faith by appropriate proceedings and for which appropriate reserves have been established and reflected in the TCG Reports, (iiiiv) easements, rights of way, 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 (ivv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company TCG Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "TCG Leased Properties" and, collectively with the Company TCG Owned Properties, the “Company "TCG Real Property”"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s TCG's knowledge, the lessor. There are no pending or, to the knowledge of the CompanyTCG, threatened condemnation proceedings against the Company TCG Real Property.

Real Property. Except as would not reasonably be expected, either individually SunTrust or in the aggregate, to have a Material Adverse Effect on the Company, SunTrust Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SunTrust Reports as being owned by the Company SunTrust or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company SunTrust Owned Properties, the “Company SunTrust Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of SunTrust, the lessor. There are no pending or, to the knowledge of the CompanySunTrust, threatened condemnation proceedings against the Company SunTrust Real Property.

Real Property. (i) Except as would not reasonably be expectedas, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyStarwood, (aA) the Company or a Company Subsidiary Starwood and each of its subsidiaries has good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to all of its owned real property, and good and valid leasehold title to all of its leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject only to Permitted Liens, (B) there are no existing (or to the knowledge of Starwood, threatened) condemnation proceedings with respect to any such real property reflected and (C) with respect to all such leased real property, Starwood and each of its subsidiaries is in compliance with all material terms and conditions of each lease therefor, and neither Starwood nor any of its subsidiaries has received any notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure. (ii) As used in this Agreement, “Permitted Liens” means all liens, charges, encumbrances, mortgages, deeds of trust and security agreements disclosed in any Starwood Filed SEC Documents or Marriott Filed SEC Documents, as the case may be, together with the following (without duplication): (A) Liens imposed by law, such as and mechanics and materialmen Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or such other Liens arising out of judgments or awards against Starwood or Marriott, as the case may be, with respect to which Starwood or Marriott, respectively, shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of Starwood or Marriott, as the case may be, in accordance with GAAP, (B) Liens for Taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of Starwood or Marriott, as the case may be, in accordance with GAAP, (C) Liens securing judgments for the payment of money so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period with which such proceedings may be initiated has not expired, (D) minor survey exceptions on existing surveys or which would be shown on a current accurate survey, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes (including, for the avoidance of doubt, operating agreements), matters disclosed by a current survey, or zoning or other restrictions as to the use of the affected real property, which do not in the latest audited balance sheet included aggregate materially adversely affect the value of the leased property or materially impair their use in the Company Reports operation of the business of the tenant, (E) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Starwood or Marriott, as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof case may be, in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (iiF) leases, subleases, licenses and occupancy agreements by Starwood or Marriott, as the case may be, as landlord, sublandlord or licensor, (G) Liens for real property Taxes not yet due disclosed on any title insurance policy held by Starwood or Marriott, as the case may be, in existence on the date of this Agreement and payable(H) with respect to leased property, (iii) easementsall liens, rights charges and encumbrances existing on the date of waythe applicable lease, and other similar encumbrances that do not materially affect all mortgages and deeds of trust now or hereafter placed on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder property by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertythird-party landlord.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyGWB, GWB or a GWB Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company GWB Reports as being owned by the Company GWB or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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 (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company GWB Owned Properties, the “Company GWB Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of GWB, the lessor. There are no pending or, to the knowledge of the CompanyGWB, threatened condemnation proceedings against the Company GWB Real Property.

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 expectedexpected to have, either individually or in the aggregate, to have a Bemis Material Adverse Effect on the CompanyEffect, (a) the Company either Bemis or a Company Bemis Subsidiary has good and marketable 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 Company Reports as being owned by the Company Bemis SEC Documents, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or a Company 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 businessbusiness 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 Bemis and the Bemis Subsidiaries included in the Bemis SEC 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 or notes thereto or securing Indebtedness reflected on such balance sheet, (iv) which was incurred in the ordinary course of business since the date of the 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 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; (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 license, if any, that does not materially impair the use or operation of any asset to which it relates in the conduct of the business of Bemis or any of the Bemis Subsidiaries; (ix) set forth in Section 3.15(a) of the Bemis Disclosure Letter (any such Lien described in any of clauses (i) through (ix), a “Bemis Permitted Lien”). Neither Bemis nor any of the Bemis Subsidiaries has received notice of any pending, and to the knowledge of Bemis there is no threatened, condemnation proceeding with respect to any Bemis Owned Real Property, except proceedings which have not had, and would not reasonably be expected to have, 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, individually or in the aggregate, a Bemis Material Adverse Effect. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Bemis Material Adverse Effect, (i) each material lease, sublease and other agreement under which Bemis or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the “Company Owned PropertiesBemis Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions and (ii) no uncured default of a material nature on the part of Bemis or, if applicable, its Subsidiary or, to the knowledge of Bemis, the landlord thereunder exists with respect to any Bemis Leased Real Property and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default has not had, and would not reasonably be expected to have, individually or in the aggregate, a Bemis Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Bemis Material Adverse Effect, Bemis and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the lease, sublease or other agreement applicable thereto, the Bemis Leased Real Property, free and clear of all Liens, except for Bemis Permitted Liens. (ic) statutory Liens securing payments Except as has not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of wayhad, and other similar encumbrances that do would not materially affect reasonably be expected to have, individually or in the value or use aggregate, a Bemis Material Adverse Effect, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Bemis Owned Real Property and the Bemis Leased Real Property are in good condition and repair and sufficient for the operation of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertyconducted thereon.

Real Property. Except as would not reasonably be expected(i) The Company, either individually the Operating Partnership or the Subsidiaries have fee simple title (or in the aggregatecase of ground leases, a valid leasehold interest) to all of the real properties described in the General Disclosure Package as owned or leased by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon (collectively, the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests, restrictions and defects, except 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 materially 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) 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 not owned directly or indirectly by, the Company, the Operating Partnership or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the General Disclosure Package, none of the Company, the Operating Partnership or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof which if consummated would reasonably be expected to have a Material Adverse Effect on Effect, and none of the Company, (a) the Company Operating Partnership or any of the Subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to have a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company Material Adverse Effect, whether or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof 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 “Company Owned Properties”), free except if and clear of all Liens, to the extent disclosed in the General Disclosure Package and except (i) statutory Liens securing payments for such failures to comply that would not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not individually or in the aggregate reasonably be expected to materially affect the value or use of the properties Properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties interfere in any material respect with the use made and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use proposed to be made of the properties Properties by the Company, the Operating Partnership or assets subject thereto any of the Subsidiaries; (v) the Company, the Operating Partnership or affected thereby or otherwise materially impair business operations a Subsidiary has obtained title insurance on the 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 properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”)Property, and all such policies of insurance are in full force and effect; (bvi) is the lessee of all leasehold estates reflected except as otherwise described in the latest audited financial statements included in such General Disclosure Package, none of the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned PropertiesCompany, the “Company Real Property”)Operating Partnership, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee Subsidiaries or, to the Company’s knowledge, the lessor. There are no pending 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, threatened condemnation proceedings against the Company Real PropertyOperating 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 If, at any time after the Closing Date, any Loan Party acquires a fee interest in any Material Real Property; subject to any limitations imposed by any Requirement of Law, then Borrower shall promptly notify Administrative Agent thereof and, upon request of the Administrative Agent, within 90 days (or such longer period as would not Administrative Agent may reasonably be expectedapprove), either individually or Borrower shall cause the applicable Loan Party to (A) execute, deliver and record a first priority Mortgage in proper form for recording in the aggregate, applicable jurisdiction (subject to have a Material Adverse Effect Liens on the Companyapplicable Material Real Property otherwise permitted hereby) in favor of the Administrative Agent on behalf and for the ratable benefit of the applicable Secured Parties covering such Material Real Property, (aB) provide the Company or Administrative Agent with a Company Subsidiary has good mortgagee’s title insurance policy covering such Material Real Property in an amount equal to the purchase price of such Material Real Property and marketable evidence of payment of the premium due with respect to such mortgagee title insurance policy, (C) provide a survey thereof sufficient for the title company to all delete the real property reflected standard survey exception in the latest audited balance sheet included in title policy and provide customary zoning and survey-related coverage and endorsements under the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof mortgagee title insurance policy delivered pursuant to clause (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessB) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet dueabove, (iiD) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject provide local counsel enforceability opinions with respect thereto or affected thereby or otherwise materially impair business operations at such properties and (ivE) provide such imperfections other agreements, documents and instruments, including flood certificates and evidence of flood insurance as the Administrative Agent deems reasonably necessary or irregularities reasonably advisable to confirm compliance with the Flood Program, each 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 (iB) through (iv)E) being in form and substance reasonably satisfactory to the Administrative Agent and to be subject only to (x) Liens permitted under Section 8.2 and (y) such other Liens as the Administrative Agent may reasonably approve; provided that, collectivelynotwithstanding anything to the contrary in this Section 7.12, “Permitted Encumbrances”(1) no Loan Party shall be required to take any action pursuant to this Section 7.12 that would reasonably be expected to result in any material adverse tax consequences to Holdings, Borrower or any of its Restricted Subsidiaries as reasonably determined by Borrower and with the consent of the Administrative Agent (such consent not to be unreasonably withheld), and (b2) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company no Material Real Property”), free and clear of all Liens Property of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported Foreign Subsidiary shall be required to be leased thereunderpledged to secure, and each such lease is valid without default thereunder by the lessee oror to directly or indirectly provide security for, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge any Obligation of the Company, threatened condemnation proceedings against the Company Real PropertyBorrower.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.19(a) of the Company or Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all the real property owned by the Company Subsidiary and its Subsidiaries (collectively, “Owned Real Property”). The Company has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof Owned Real Property (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”accordance with Sections 5.1 and 5.2), free and clear of all Liens, Liens (except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable), (iii) easements, rights of way, 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 (iv) 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) is Section 3.19(b) of the lessee Company Disclosure Schedule sets forth as of the date hereof, a true, correct and complete list of all leasehold estates reflected in the latest audited financial statements included in such real estate leases, subleases, licenses and occupancy agreements (together with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which the Company Reports or acquired after any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries on the date thereof hereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Propertiescollectively, the “Company Leased Real Property”), whether in the Company’s or any of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “Real Estate Leases”). The Company or its Subsidiaries has valid leasehold interests in the Leased Real Property, free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances. Each Real Estate Lease is (i) valid, binding and is in possession of the properties purported to be leased thereunder, full force and each such lease is valid effect without material default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor, and (ii) enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Real Estate Lease, and to the knowledge of the Company, each counterparty to each Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries under any Real Estate Lease. The Company has made available to Parent a true, correct and complete copy of each written Real Estate Lease and each written amendment to any Real Estate Lease. (c) Neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person a right to use or occupy all or any portion of any Owned Real Property or Leased Real Property. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Owned Real Property or Leased Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanySusquehanna, Susquehanna or a Susquehanna Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Susquehanna SEC Reports as being owned by the Company Susquehanna or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Susquehanna SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Susquehanna Leased Properties” and, collectively with the Company Susquehanna Owned Properties, the “Company Susquehanna Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanySusquehanna’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanySusquehanna, threatened condemnation proceedings against the Company Susquehanna Real Property.

Real Property. Except (a) With respect to the Ecolab Owned Real Property and Ecolab Leased Real Property (i) all material buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition, to support the operations of Ecolab and the Ecolab Subsidiaries as would not reasonably be expectedpresently conducted, either except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a an Ecolab Material Adverse Effect on Effect. (b) With respect to each parcel of Ecolab Owned Real Property (i) Ecolab or the Company, (a) the Company or a Company applicable Ecolab Subsidiary has good and marketable fee simple (or equivalent) title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company such Ecolab Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoeverother than Permitted Liens, except for Permitted Encumbrances(ii) there are no outstanding written agreements or other Contracts to purchase, exchange, place a Lien against, lease or otherwise transfer such Ecolab Owned Real Property and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There (iii) there are no pending or, to the knowledge of the CompanyEcolab, threatened condemnation proceedings against or other Proceedings relating to the Company Ecolab Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to have an Ecolab Material Adverse Effect. (c) With respect to each Lease relating to a parcel of Ecolab Leased Real Property (i) Ecolab or the applicable Ecolab Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the applicable Lease governing its interests therein), in each case free and clear of all Liens, other than Permitted Liens, (ii) each such Lease is the legal, valid, binding and enforceable obligation of Ecolab or the applicable Ecolab Subsidiary that is lessee thereunder and (iii) Ecolab or the applicable Ecolab Subsidiary has complied with the terms of such Lease, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to have an Ecolab Material Adverse Effect.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyFirst Midwest, (a) the Company First Midwest or a Company First Midwest Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company First Midwest Reports as being owned by the Company First Midwest or a Company 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) (the “Company First Midwest Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company First Midwest Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company First Midwest Owned Properties, the “Company First Midwest Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of First Midwest, the lessor. There are no pending or, to the knowledge of the CompanyFirst Midwest, threatened condemnation proceedings against the Company First Midwest Real Property.

Real Property. Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyMidSouth, MidSouth or a MidSouth Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company MidSouth Reports as being owned by the Company MidSouth or a Company 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 businessbusiness or (y) properties categorized as “other real estate owned” in such balance sheet) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company MidSouth Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “MidSouth Leased Properties” and, collectively with the Company MidSouth Owned Properties, the “Company MidSouth Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without MidSouth has received no notice of any material default thereunder by the lessee or, to the Company’s knowledgeknowledge of MidSouth, the lessor. There are no pending or, to the knowledge of the CompanyMidSouth, threatened condemnation proceedings against the Company any MidSouth Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the The Company or a Company Subsidiary has good and marketable title in fee simple to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There Except as would not, either individually or in the aggregate, have a Material Adverse Effect on the Company, there are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company Xenith or a Company Xenith Subsidiary (x) has good and marketable title to all the real property reflected in specifically identified as “owned” on Section 3.19(a) of the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary Xenith Disclosure Schedule or acquired after the date thereof of this Agreement (except properties sold or otherwise disposed of since the date thereof hereof in the ordinary course of businessaccordance with this Agreement) (the “Company Xenith Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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, (iv) 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, (clauses v) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (ivi) through mechanics’, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests incurred in the ordinary course of business that are not yet delinquent (iv), collectively, “Permitted Encumbrances”), and (by) is the lessee of all leasehold estates reflected in specifically identified as “leased” on Section 3.19(a) of the latest audited financial statements included in such the Company Reports Xenith Disclosure Schedule or acquired after the date thereof of this Agreement (except for leases that have expired by their terms since the date thereofof this Agreement) (the “Xenith Leased Properties” and, collectively with the Company Xenith Owned Properties, the “Company Xenith Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession . (b) With respect to each of the properties purported to be leased thereunder, and Xenith Leased Properties: (i) Xenith or one of its Subsidiaries has a valid leasehold interest in each of the Xenith Leased Properties; (ii) such lease is valid without legal, valid, binding and enforceable in accordance with its terms and in full force and effect; (iii) except as set forth specifically on Section 3.19(b) of the Xenith Disclosure Schedule, the transactions contemplated hereby do not require the consent of any other party to such lease and will not result in a breach of or default thereunder by under such a lease, or otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the lessee orClosing; (iv) neither Xenith nor its Subsidiaries nor, to the CompanyXenith’s knowledge, the lessor. There are no pending or, any other party to the knowledge lease is in breach or default under such lease and no event has occurred or circumstance exists which, in any of the Companyforegoing cases with delivery of notice, threatened condemnation proceedings against passage of time or both, would permit the Company termination, modification or acceleration of rent under such lease. (c) Other than the Xenith Real Property, neither Xenith nor any of its Subsidiaries has any other direct or indirect interest in real property, whether owned, leased, optioned or otherwise, and the Xenith Real Property comprise all real property associated with the operation of Xenith’s business.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyIBKC, IBKC or an IBKC Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company IBKC Reports as being owned by the Company IBKC or a Company 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) (the “Company IBKC Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company IBKC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (such leasehold estates, collectively with the Company IBKC Owned Properties, the “Company IBKC Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of IBKC, the lessor. There are no pending or, to the knowledge of the CompanyIBKC, threatened condemnation proceedings against the Company IBKC Real Property.

Real Property. Except (a) With respect to the Owned Real Property and Leased Real Property all buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition, to support the operations of Protective and the Protective Subsidiaries as would not reasonably be expectedpresently conducted, either except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Effect. (b) With respect to each parcel of material Owned Real Property (i) Protective or the Company, (a) the Company or a Company applicable Protective Subsidiary has good and marketable fee simple (or equivalent) title to such Owned Real Property, free and clear of all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company Liens other than Permitted Liens, (ii) there are no outstanding written agreements or other Contracts to purchase, exchange, place a Company Subsidiary or acquired after the date thereof (except properties sold Lien against, lease or otherwise disposed transfer such Owned Real Property, other than Contracts to acquire or dispose of since the date thereof investment assets in the ordinary course of businessbusiness consistent with past practices and the Investment Guidelines and (iii) there are no pending or, to the Knowledge of Protective, threatened condemnation or other Proceedings relating to the Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to have a Material Adverse Effect. (c) With respect to each Lease relating to a parcel of material Leased Real Property (i) Protective or the “Company Owned Properties”applicable Protective Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the applicable Lease governing its interests therein), in each case free and clear of all Liens, except (i) statutory Liens securing payments not yet dueother than Permitted Liens, (ii) Liens for real property Taxes not yet due each such Lease is the legal, valid, binding and payable, enforceable obligation of Protective or the applicable Protective Subsidiary that is lessee thereunder and (iii) easementsProtective or the applicable Protective Subsidiary has complied with the terms of such Lease, rights of wayexcept, and other similar encumbrances that do not materially affect the value in each case, in respects that, individually or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that aggregate, have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free not had and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported would not reasonably be expect to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertyhave a Material Adverse Effect.

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 expectedexpected to have, either individually or in the aggregate, to have a Company Material Adverse Effect on the CompanyEffect, (ai) either the Company or a Subsidiary of the Company Subsidiary has good and marketable 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 the latest audited balance sheet included in the Company Reports as being owned by the Company good faith or for which adequate accruals or reserves have been established, (B) which is a Company Subsidiary carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, 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, (C) which is disclosed on the most recent consolidated balance sheet of the Company or notes thereto included in the Company SEC Documents filed prior to the date hereof or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of such recent consolidated balance sheet of the Company or (E) which would not reasonably be expected to materially impair the continued use of a 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 reversion 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 the Company there is no pending or threatened condemnation or eminent domain proceeding with respect to any Company Owned Real Property, except proceedings which are not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease, license, easement and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which the material operations of the Company and its Subsidiaries are conducted (the “Company Owned PropertiesLeased Real Property”), is valid, binding and in full force and effect and (ii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or other parties to such lease or other agreement thereunder exists with respect to any Company Leased Real Property. Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens (i) statutory Liens securing payments not yet dueand conditions, (ii) Liens for real property Taxes not yet due and payablecovenants, (iii) encroachments, easements, rights of way, restrictions and other similar encumbrances that do not materially adversely affect the value or use of the properties Company Leased Real Property by the Company for residential home building). Except as is not having or assets subject thereto would not reasonably be expected to have, individually or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such aggregate, a Company Material Adverse Effect, neither the Company Reports or acquired after the date thereof nor any of its Subsidiaries has (except for leases that have expired by their terms since the date thereofx) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens received notice of any nature whatsoeverpending, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending orand, to the knowledge of the Company, threatened there is no threatened, condemnation proceedings against proceeding with respect to any Company Leased Real Property, (y) collaterally assigned or granted a security interest in the Company Leased Real PropertyProperty except for Company Permitted Liens, or (z) received any written notice of any default under lease or other agreement for a Company Leased Real Property and, to the knowledge of Company, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by Company or any of its Subsidiaries, as applicable, under any such leases and agreements. (c) Except as is not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no judgment, injunction, order, decree, statute, ordinance, rule, regulation, moratorium, or other action by or before a Governmental Entity exists or is pending or threatened that restricts the development or sale of Company Owned Real Property currently under development or all or a portion of which is being held for sale by the Company or any of its Subsidiaries. (d) No developer-related charges or assessments imposed by any Governmental Entity (or any other person) for public improvements (or otherwise) against any Company Owned Real Property held for development, are unpaid (other than those reflected on the most recent financial statements of the Company, and those incurred since the date of such financial statements of the Company to the extent in the ordinary course of the Company’s business and consistent with past practices), except for such charges and assessments as, in the aggregate, are not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property. Except as would not reasonably be expected, either individually SASR or in the aggregate, to have a Material Adverse Effect on the Company, SASR Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SASR Reports as being owned by the Company SASR or a Company SASR Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company SASR 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 due and payable, (iii) easements, rights of way, 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 (iv) 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 (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company SASR Reports or acquired after the date thereof which are material to SASR’s business (except for leases that have expired by their terms since the date thereof) (such leasehold estates, collectively with the Company SASR Owned Properties, the “Company SASR Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of SASR, the lessor. There are no pending or, to the knowledge of the CompanySASR, threatened condemnation proceedings against the Company SASR Real Property.

Real Property. Except as would not reasonably be expected, either individually AMNB or in the aggregate, to have a Material Adverse Effect on the Company, AMNB Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company AMNB SEC Reports as being owned by the Company AMNB or a Company 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 businessOrdinary Course) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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 EncumbrancesLiens”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company AMNB Owned Properties, the “Company AMNB Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted EncumbrancesLiens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of AMNB, the lessor. There are no pending or, to the knowledge of the Company, or threatened condemnation proceedings against the Company AMNB Real Property.

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCBTX, CBTX or a CBTX Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company CBTX Reports as being owned by the Company CBTX or a Company 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) (the “Company 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 due and payable, ; (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (such leasehold estates, collectively with the Company CBTX Owned Properties, the “Company CBTX Real Property”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of CBTX, the lessor. There are no pending or, to the knowledge of the CompanyCBTX, threatened condemnation proceedings against the Company CBTX Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness consistent with past practice) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyProperty that are material to the Company and its Subsidiaries taken as a whole. The company has previously made available to Parent a complete list of all Company Real Property as of the date of this Agreement.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company NewBridge or a Company NewBridge Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company NewBridge Reports as being owned by the Company NewBridge or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company NewBridge Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “NewBridge Leased Properties” and, collectively with the Company NewBridge Owned Properties, the “Company NewBridge Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyNewBridge’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyNewBridge, threatened condemnation proceedings against the Company NewBridge Real Property.

Real Property. Except Deliver to the Collateral Agent for the benefit of the Secured Parties: (A) with respect to each of the Existing Mortgaged Properties: (I) one or more counterparts, as would specified by the Collateral Agent, of a Mortgage Amendment duly executed, acknowledged and delivered by New Holdings or the appropriate Restricted Subsidiary amending the Existing Mortgage covering such Existing Mortgaged Property to reflect the new Maturity Date and reflect changes made to the Obligations evidenced by this Agreement, and to make such other amendments as the Collateral Agent and the Administrative Agent deem necessary for such Existing Mortgage to be consistent with this Agreement; (II) evidence that counterparts of each such Mortgage Amendment have been duly filed or recorded in all appropriate filing or recording offices in order to continue a valid first and subsisting Lien on the Existing Mortgaged Property described therein for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent and the Administrative Agent; (III) either (1) an ALTA Form 11 endorsement or similar endorsement where ALTA Form 11 is unavailable to the Existing Mortgage Policy for such Existing Mortgaged Property insuring that coverage under such Existing Mortgage Policy has not reasonably be expectedbeen reduced or terminated by virtue of such Mortgage Amendment, either individually including a down date endorsement disclosing no additional liens or title exceptions against such Existing Mortgaged Property unless approved by the Administrative Agent and Collateral Agent, and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Existing Mortgaged Property; and (IV) at the request of the Administrative Agent, a local counsel opinion from counsel in the aggregate, applicable State addressed to have a Material Adverse Effect on the Company, Secured Parties regarding the enforceability (awhere customarily available) the Company or a Company Subsidiary has good of each such Mortgage Amendment and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports such other matters as being owned reasonably requested by the Company or a Company Subsidiary or Collateral Agent. (B) With respect to each Material Real Property being acquired after by any Loan Party in connection with the date thereof (except properties sold or otherwise disposed of since New Media Merger Agreement, the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, Mortgages 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 documents and (iv) 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 (ivitems specified in Section 6.11(c), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.;

Real Property. (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, individually or in the aggregate, a Warner Chilcott Material Adverse Effect, either Warner Chilcott or a Subsidiary of Warner Chilcott has good and valid title to such Warner Chilcott Owned Real Property, free and clear of all 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 ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Warner Chilcott or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Warner Chilcott or (E) which would not reasonably be expected to 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 “Warner Chilcott Permitted Lien”). As of the date hereof, neither Warner Chilcott nor any of its Subsidiaries has received notice of any pending, and to the knowledge of Warner Chilcott there is no threatened, condemnation proceeding with respect to any Warner Chilcott Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Warner Chilcott Material Adverse Effect. (ii) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Warner Chilcott Material Adverse Effect on the CompanyEffect, (aA) each material lease, sublease and other agreement under which Warner Chilcott or any of its Subsidiaries uses or occupies or has the Company right to use or a Company Subsidiary has good and marketable title to all the occupy any material real property reflected in at which the latest audited balance sheet included in the Company Reports material operations of Warner Chilcott and its Subsidiaries are conducted as being owned by the Company or a Company Subsidiary or acquired after of the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) hereof (the “Company Owned PropertiesWarner Chilcott Leased Real Property”), is valid, binding and in full force and effect and (B) no uncured default of a material nature on the part of Warner Chilcott or, if applicable, its Subsidiary or, to the knowledge of Warner Chilcott, the landlord thereunder exists with respect to any Warner Chilcott Leased Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Warner Chilcott Material Adverse Effect, Warner Chilcott and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in each parcel of Warner Chilcott Leased Real Property, free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use Warner Chilcott Permitted Liens. As of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities date hereof, neither Warner Chilcott nor any 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens its Subsidiaries has received notice of any nature whatsoeverpending, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending orand, to the knowledge of the CompanyWarner Chilcott, threatened there is no threatened, condemnation proceedings against the Company proceeding with respect to any Warner Chilcott Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in the aggregate, a Warner Chilcott Material Adverse Effect.

Real Property. Except as would not reasonably be expected, either individually or disclosed in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.19 of the Company or a Disclosure Schedule, the Company and each Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a 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) (the “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 due and payable, (iii) easements, rights of way, 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 (iv) 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 (ivi)-(iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property. The Company has previously made available to Parent a complete list of all Company Real Property as of the date of this Agreement.

Real Property. (a) Section 3.14(a) of the Cyberonics Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all material real property owned in fee by Cyberonics or any Cyberonics Subsidiary (the “Cyberonics Owned Real Property”). Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Cyberonics Material Adverse Effect on the CompanyEffect, (ai) the Company Cyberonics or a Company Cyberonics Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Cyberonics Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), in each case free and clear of all Liens of any nature whatsoever, except for Cyberonics Permitted EncumbrancesLiens and (ii) no Cyberonics Owned Real Property is subject to any option, obligation or right of first refusal or contractual right to purchase, lease or acquire any interest in any Cyberonics Owned Real Property. (b) Section 3.14(b) of the Cyberonics Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all material real property that is leased, subleased or licensed by Cyberonics or any Cyberonics Subsidiary (the “Cyberonics Leased Real Property”, and together with the Cyberonics Owned Real Property, collectively, the “Cyberonics Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Cyberonics Material Adverse Effect, Cyberonics or a Cyberonics Subsidiary has a valid leasehold estate in each Cyberonics Leased Real Property, in each case free and clear of all Liens except for Cyberonics Permitted Liens. Each Contract of Cyberonics or the Cyberonics Subsidiaries for any Cyberonics Leased Real Property is in possession of the properties purported to be leased thereunderlegal, valid, enforceable and binding on Cyberonics and each such lease Cyberonics Subsidiary that is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending ora party thereto and, to the knowledge of Cyberonics, each other party thereto and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Companyremedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, threatened condemnation proceedings against and except for such failures to be valid and binding or to be in full force and effect that would not reasonably be expected to have, individually or in the Company aggregate, a Cyberonics Material Adverse Effect, and neither Cyberonics nor any of the Cyberonics Subsidiaries is in breach of or default under, or has received written notice of any breach of or default under, and no condition exists which (with notice or lapse of time or both) would constitute a default under, any lease of Cyberonics Leased Real Property where such breach or default would reasonably be expected to have, individually or in the aggregate, a Cyberonics Material Adverse Effect. Cyberonics has made available to Sorin a true and complete copy of all Contracts for Cyberonics Leased Real Property. There are no outstanding options or rights of any third party to acquire any of Cyberonics’s or Cyberonics Subsidiary’s interests in such Cyberonics Leased Real Property. Neither Cyberonics nor any Cyberonics Subsidiary has subleased or otherwise granted any person the right to use or occupy any Cyberonics Leased Real Property. Neither Cyberonics nor any Cyberonics Subsidiary has collaterally assigned or granted any other security interest in any Cyberonics Leased Real Property or any interest therein.

Real Property. Except as would not reasonably be expectedThe Collateral Agent shall have received the following: (i) With respect to each Mortgage executed prior to the Amendment Effectiveness Date, either individually or a Mortgage Amendment substantially in the aggregateform of Exhibit O hereto (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected otherwise in form for recording in the latest audited balance sheet included recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the Company Reports recording or filing thereof under applicable law, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Mortgage Amendment, deliver a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Real Property assuring the Collateral Agent that the Mortgage, as being owned amended by the Company or Mortgage Amendment is a Company Subsidiary or acquired after valid and enforceable first priority lien on such Mortgaged Real Property in favor of the date thereof (except properties sold or otherwise disposed Collateral Agent for the benefit of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), Secured Parties free and clear of all Liensdefects and encumbrances and liens except Prior Liens (as defined in the applicable Mortgage), except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent; (iii) easementsto the extent requested by the Administrative Agent, rights with respect to each Mortgage Amendment, opinions of wayJeffer, Mangels, Xxxxxx & Xxxxxxx LLP and other similar encumbrances that do not materially affect Xxxxxx Xxxxxx LLP, local counsel to the value or use Loan Parties, which opinions (x) shall be addressed to each Agent and each of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at Lenders and be dated the Amendment Effectiveness Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and perfection of the Liens and security interests granted pursuant to the relevant Security Documents and such properties other matters incident to the transactions contemplated herein as the Agents may reasonably request and (ivz) 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”), shall be in form and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, substance reasonably satisfactory to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyAgents.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCrossFirst, (a) the Company CrossFirst or a Company CrossFirst Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company CrossFirst Reports as being owned by the Company CrossFirst or a Company 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) (the “Company CrossFirst Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company CrossFirst Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company CrossFirst Owned Properties, the “Company CrossFirst Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of CrossFirst, the lessor. There are no pending or, to the knowledge of the CompanyCrossFirst, threatened condemnation proceedings against the Company CrossFirst Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyAtlantic Capital, Atlantic Capital or an Atlantic Capital Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Atlantic Capital Reports as being owned by the Company Atlantic Capital or a Company 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) (the “Company Atlantic Capital Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Atlantic Capital Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (such leasehold estates, collectively with the Company Atlantic Capital Owned Properties, the “Company Atlantic Capital Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of Atlantic Capital, the lessor. There are no pending or, to the knowledge of the CompanyAtlantic Capital, threatened condemnation proceedings against the Company Atlantic Capital Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyFirstMerit, FirstMerit or a FirstMerit Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company FirstMerit Reports as being owned by the Company FirstMerit or a Company 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 businessbusiness and (y) properties categorized as “other real estate owned” in such balance sheet) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company FirstMerit Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “FirstMerit Leased Properties” and, collectively with the Company FirstMerit Owned Properties, the “Company FirstMerit Real Property”), free and clear of all material Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to the Company’s knowledgeknowledge of FirstMerit, the lessor. There are no material pending or, to the knowledge of the CompanyFirstMerit, threatened condemnation proceedings against the Company any FirstMerit Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property. The Company has previously made available to Purchaser a complete list of all Company Real Property as of the date of this Agreement.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.18(a) of Partners Disclosure Schedule sets forth, as of the Company or date hereof, a Company Subsidiary true, correct and complete list of all the real property owned by Partners and its Subsidiaries (collectively, “Partners Owned Properties”). Partners has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof Partners Owned Property (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”)accordance with Sections 5.1 and 5.2, free and clear of all Liens, Liens (except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable), (iii) easements, rights of way, 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 (iv) 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) is Section 3.18(b) of Partners Disclosure Schedule sets forth as of the lessee date hereof, a true, correct and complete list of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports real estate leases, subleases, licenses and occupancy agreements (together with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or acquired after thereto, including any oral amendments) to which Partners or any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by Partners or any of its Subsidiaries on the date thereof hereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Propertiescollectively, the “Company Partners Leased Real Property”), whether in Partners’ or any of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “Partners Real Estate Leases”). Partners or its Subsidiaries has valid leasehold interests in the Partners Leased Real Property, free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances. Each Partners Real Estate Lease is (i) valid, binding and is in possession of the properties purported to be leased thereunder, full force and each such lease is valid effect without material default thereunder by the lessee or, to the Company’s knowledgeknowledge of Partners, the lessor, and (ii) enforceable against Partners or the applicable Subsidiary and, to the knowledge of Partners, the counterparty thereto (except as may be limited by the Enforceability Exceptions). Partners and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Partners Real Estate Lease, and to the knowledge of Partners, each counterparty to each Partners Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Partners Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of Partners or any of its Subsidiaries under any Partners Real Estate Lease. Partners has made available to LINK a true, correct and complete copy of each written Partners Real Estate Lease and each written amendment to any Partners Real Estate Lease. (c) Neither Partners nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person a right to use or occupy all or any portion of any Partners Owned Property or Partners Leased Real Property. There are no pending or, to the knowledge of the CompanyPartners, threatened condemnation proceedings against the Company Partners Owned Property or Partners Leased Real Property.

Real Property. Except as would not reasonably be expected, either individually Jefferson or in the aggregate, to have a Material Adverse Effect on the Company, Jefferson Subsidiary (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest most recent audited balance sheet included in the Company Jefferson Reports as being owned by the Company Jefferson or a Company 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) (the “Company Jefferson Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest most recent audited financial statements included in such the Company Jefferson Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Jefferson Leased Properties” and, collectively with the Company Jefferson Owned Properties, the “Company Jefferson Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the CompanyJefferson’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyJefferson, threatened condemnation proceedings against the Company any Jefferson Real Property.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyNCC, NCC or one of its Subsidiaries, as applicable, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company NCC SEC Reports as being owned by the Company NCC or a Company 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 businessBusiness) (the “Company 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 due and payable, (iii) easements, rights of way, 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, (iv) 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 (clauses v) as set forth in NCC Disclosure Schedule Section 3.18 (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company NCC SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company NCC Owned Properties, the “Company NCC Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease Lease is valid without default thereunder by the lessee or, to the CompanyNCC’s knowledge, the lessor. There are no pending or, to the knowledge of the CompanyNCC, threatened condemnation proceedings against the Company NCC Real Property. NCC Disclosure Schedule Section 3.18 contains a complete and accurate list of each NCC Real Property, 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 applicable.

Real Property. Except If the Borrower mortgages any real property under the First Lien Credit Agreement, the Borrower shall provide the following to the Administrative Agent simultaneously upon providing to the First Lien Agent (or such later date as would not reasonably may be expected, either individually or agreed by the Required Lenders in the aggregate, to have a Material Adverse Effect on the Company, their sole discretion): (a) the Company or a Company Subsidiary has good and marketable title to all the fully executed Mortgage covering such real property reflected properties in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use favor of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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 Administrative Agent; (b) a flood determination certificate issued by the appropriate Governmental Authority or third party indicating whether such property is located in an area designated as a “flood hazard area” in any Flood Insurance Rate Map published by the lessee Federal Emergency Management Agency (or any successor agency); (c) if such property is located in an area designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Loan Party in such total amount as required by Regulation H of the Federal Reserve Board, and all leasehold estates reflected official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the latest audited financial statements included Flood Disaster Protection Act of 1973, as it may be amended from time to time; (d) such evidence of corporate authority to enter into such Mortgage as the Administrative Agent or Required Lenders may reasonably request; (e) upon the request of the Administrative Agent or Required Lenders, a customary opinion of counsel for the Loan Parties in form and substance reasonably satisfactory to the Required Lenders related to such Mortgage; (f) upon the Company Reports request of the Administrative Agent, with respect to each Mortgage, a mortgagee policy of title insurance or acquired after marked unconditional binder of title insurance, fully paid for by the date thereof (except for leases that have expired by their terms since Borrower, insuring such Mortgage as a valid first priority Lien on the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”)Property described therein in favor of Administrative Agent, free and clear of all Liens of any nature whatsoever, except for other than the Permitted EncumbrancesLiens, and is otherwise reasonably acceptable to the Required Lenders, which policy of title insurance shall be issued by a nationally recognized title insurance company reflecting a coverage amount at least equal to the fair market value (as reasonably determined by the Borrower and approved by the Required Lenders in possession their sole discretion) of such real property; it being understood that (x) such mortgagee policy title insurance shall have been issued at the Borrower’s expense by a title insurance company reasonably acceptable to the Required Lenders, (y) shall show a state of title and exceptions thereto, if any, reasonably acceptable to the Required Lenders and (z) shall contain such customary endorsements as may be reasonably required by the Required Lenders; (g) upon the request of the properties purported Administrative Agent, such information and descriptions of such real Property sufficient for the Administrative Agent to be leased thereunderprocure a third party appraisal on such real Property to the extent requested by the Administrative Agent or the Required Lenders and as otherwise required under applicable Legal Requirement, and each such lease is valid without default thereunder by third party appraisal shall be performed at the lessee orBorrower’s sole cost and expense; and (h) all material environmental reports and such other reports, audits or certifications as the Administrative Agent or the Required Lenders may reasonably request with respect to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertysuch real property.

Real Property. Except as would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyPACW, (a) the Company PACW or a Company PACW Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company PACW Reports as being owned by the Company PACW or a Company 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) (the “Company PACW Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (collectively with the Company PACW Owned Properties, the “Company PACW Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of PACW, the lessor. There are no pending or, to the knowledge of the CompanyPACW, threatened condemnation proceedings against the Company PACW Real Property.

Real Property. Except (a) Each of SuperMedia and the SuperMedia Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “SuperMedia Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which SuperMedia or any SuperMedia Subsidiary leases any material real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “SuperMedia Leases”) has heretofore been made available to Dex. Each SuperMedia Lease is valid, binding and enforceable against SuperMedia or an applicable SuperMedia Subsidiary in accordance with its terms and is in full force and effect (except as would not reasonably may be expectedlimited by bankruptcy, either insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessorSuperMedia. There are no pending ordefaults by SuperMedia or any SuperMedia Subsidiary, as applicable, under any of the SuperMedia Leases which, individually or in the aggregate, would have a Material Adverse Effect on SuperMedia. To the Knowledge of SuperMedia, no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such breaches, defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia. (c) The SuperMedia Owned Properties and the properties leased pursuant to the knowledge SuperMedia Leases (the “SuperMedia Leased Properties”) constitute all of the Companyreal estate on which SuperMedia and the SuperMedia Subsidiaries maintain their facilities or conduct their business as of the Original Agreement Date, threatened condemnation proceedings against except for locations the Company Real Propertyloss of which would not result in a Material Adverse Effect on SuperMedia.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect on Delta and its Subsidiaries, taken as a whole: (i) Section 3.2(w)(i) of the CompanyDelta Disclosure Schedule sets forth, (a) as of the Company or a Company Subsidiary has good date hereof, the fee owner and marketable title to address of all the material real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) Delta and its Subsidiaries (the “Company Delta Owned PropertiesReal Property”)) and, with respect to such Delta Owned Real Property, (A) each identified owner thereof has good, marketable, indefeasible fee simple title to such Delta Owned Real Property, free and clear of all Liens, except for Permitted Liens; (iB) statutory Liens securing payments there are no outstanding options, rights of first offer or rights of first refusal to purchase such Delta Owned Real Property or any material portion thereof or interest therein; (C) neither Delta or any of its Subsidiaries is a party to any Contract or option to purchase any material real property or interest therein; and (D) there does not yet dueexist any actual, pending or, to Delta’s Knowledge, threatened condemnation or eminent domain proceedings that affect any Delta Owned Real Property, and neither Delta or any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any Delta Owned Real Property. (ii) Liens for Section 3.2(w)(ii) of the Delta Disclosure Schedule sets forth, as of the date hereof, the address of each lease, sublease, license, concession and other agreement (written or oral) pursuant to which Delta or any of its Subsidiaries hold a leasehold or subleasehold estate in real property Taxes not yet due and payable, (iii) easements, rights which requires payments by Delta or any Subsidiary of way, and other similar encumbrances that do not materially affect the value or use Delta in excess of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties $25,000,000 per annum and (ivA) 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 is located at such properties Xxxxxxxxxx-Xxxxxxx Atlanta International Airport (clauses (i) through (ivATL), collectivelySalt Lake City International Airport (SLC), “Permitted Encumbrances”Xxxx X. Xxxxxxx International Airport (JFK), and Cincinnati/Northern Kentucky International Airport (bCVG) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereofB) not located at any airport (collectively with the Company Owned Propertiescollectively, the “Company Delta Leased Real Property”)) and, with respect to such Delta Leased Real Property, (A) true and complete copies of all agreements pertaining to the Delta Leased Real Property (each, a “Delta Lease”; collectively, the “Delta Leases”) have been made available to Northwest prior to the date hereof, (B) each Delta Lease is in full force and effect and is valid and enforceable in accordance with its terms, (C) there is no default under any Delta Lease either by Delta, any of its Subsidiaries or, to Delta’s Knowledge, by any other party thereto; (D) neither Delta or any of its Subsidiaries has received or delivered a written notice of default or objection to any party to any Delta Lease to pay and perform its obligations, and, to Delta’s Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default, or permit the termination, modification or acceleration of rent under such Delta Lease; and (E) Delta or one of its Subsidiaries, as applicable, holds a good and valid leasehold interest in all Delta Leased Real Property free and clear of all Liens of any nature whatsoeverLiens, except for other than Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyLiens.

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyCamber, Camber and each Camber Subsidiary (a) the Company or a Company Subsidiary has good have marketable and marketable valid title to all the real property reflected in the latest audited balance sheet included in the Company Camber SEC Reports as being owned by the Company Camber or a Company Camber Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness and/or sales or dispositions described in subsequent Camber SEC Reports through the date of this Agreement) (the “Company 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 due and payabledelinquent, (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 (ivv) 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) is are the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Camber SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or have been terminated by Camber or a Camber Subsidiary) (such leasehold estates, collectively with the Company Camber Owned Properties, the “Company Camber Real Property”, and any leases with respect to such leasehold estates, the “Camber Leases”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, Encumbrances and each such lease is valid without default thereunder by the lessee 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 Company’s knowledgeknowledge of Camber, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the lessoraggregate, would not reasonably be expected to have a Material Adverse Effect on Camber. There are no pending or, to the knowledge of the CompanyXxxxxx, threatened condemnation proceedings against the Company 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 (a) Each of SuperMedia and the SuperMedia Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “SuperMedia Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which SuperMedia or any SuperMedia Subsidiary leases any material real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “SuperMedia Leases”) has heretofore been made available to Dex. Each SuperMedia Lease is valid, binding and enforceable against SuperMedia or an applicable SuperMedia Subsidiary in accordance with its terms and is in full force and effect (except as would not reasonably may be expectedlimited by bankruptcy, either insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessorSuperMedia. There are no pending ordefaults by SuperMedia or any SuperMedia Subsidiary, as applicable, under any of the SuperMedia Leases which, individually or in the aggregate, would have a Material Adverse Effect on SuperMedia. To the Knowledge of SuperMedia, no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such breaches, defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia. (c) The SuperMedia Owned Properties and the properties leased pursuant to the knowledge SuperMedia Leases (the “SuperMedia Leased Properties”) constitute all of the Companyreal estate on which SuperMedia and the SuperMedia Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, threatened condemnation proceedings against except for locations the Company Real Propertyloss of which would not result in a Material Adverse Effect on SuperMedia.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyUmpqua, (a) the Company Umpqua or a Company an Umpqua Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Umpqua Reports as being owned by the Company Umpqua or a Company 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) (the “Company Umpqua Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company 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) (collectively with the Company Umpqua Owned Properties, the “Company Umpqua Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledgeknowledge of Umpqua, the lessor. There are no pending or, to the knowledge of the CompanyUmpqua, threatened condemnation proceedings against the Company Umpqua Real Property.

Real Property. Except If any fee owned Real Property of any Credit Party is, when acquired by any Credit Party after the Original Closing Date, Material Real Property, then, if such Material Real Property shall not already be subject to a perfected Lien in favor of the Administrative Agent, promptly give notice thereof to the Administrative Agent and in any event within sixty (60) days after such acquisition (unless waived or extended by the Administrative Agent in its sole discretion) thereafter cause such Material Real Property to be subjected to a Lien in favor of the Administrative Agent and take, or cause the relevant Credit Party to take, such actions as would not shall be reasonably be expectedrequested by the Administrative Agent to grant and perfect or record such Lien, either individually including providing each of the following: (i) evidence that counterparts of Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the aggregate, Administrative Agent may deem reasonably necessary in order to have create a Material Adverse Effect valid and subsisting perfected Lien (subject to Permitted Liens) on the CompanyReal Property and/or rights described therein in favor of the Administrative Agent, for the benefit of the Secured Parties, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (aii) the Company title insurance policies or a Company Subsidiary has good and marketable title to all the real property reflected marked-up commitment or signed pro forma thereof for such Material Real Property available in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) each applicable jurisdiction (the “Company Owned PropertiesMortgage Policies”) in form and substance, with endorsements and in amounts, reasonably acceptable to the Administrative Agent (not to exceed the value of the Material Real Property covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the Real Property described therein, free and clear of all defects and encumbrances, subject to Permitted Liens, except and providing for such other affirmative insurance (iincluding endorsements for future advances under the Loan Documents) statutory Liens securing payments not yet dueand such coinsurance and direct access reinsurance, in each case as the Administrative Agent may reasonably request; (iii) to the extent requested by the Administrative Agent, opinions, addressed to the Administrative Agent and the Secured Parties, from local counsel in each jurisdiction (A) where such Material Real Property is located regarding the enforceability of the Mortgage and (B) where the applicable Credit Party granting the Mortgage on said Material Real Property is organized, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in form and substance reasonably satisfactory to the Administrative Agent; (iv) either new ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no change affidavits sufficient for the title insurance company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements required in (ii) Liens for real property Taxes not yet due above to the extent such coverage and payableendorsements are available in the applicable jurisdictions and at commercially reasonable rates; (v) (y) “Life of Loan” Federal Emergency Management Agency standard flood hazard determinations with respect to each Material Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each applicable Credit Party relating thereto, (iii) easements, rights of way, and other similar encumbrances that do not materially affect in the value or use of form required under the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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”Flood Insurance Laws), and (bz) if any improved Material Real Property encumbered by any Mortgage is located in a special flood hazard area, a policy of flood insurance that (1) covers such improved Material Real Property, (2) (i) maintains, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) provides the Administrative Agent with evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. and (3) is otherwise on terms reasonably satisfactory to the lessee Administrative Agent; (vi) evidence reasonably acceptable to the Administrative Agent of payment of all leasehold estates reflected in Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording Taxes, fees, charges, costs and expenses required for the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession recording of the properties purported to be leased thereunder, Mortgage and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge issuance of the Company, threatened condemnation proceedings against Mortgage Policies referred to above; and (vii) such other documents as the Company Administrative Agent may reasonably request with respect to any such Material Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Each of MBI and the Company or a Company Subsidiary MBI Subsidiaries has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”)title, free and clear of all Liens, to all real property owned by such entity (the “Owned Properties”), except for (i) Liens that do not materially detract from the present use of such real property or otherwise materially impair business operations at such properties, (ii) statutory Liens securing payments not yet due, due and (iiiii) Liens for real property Taxes not yet due and payable. (b) A true and complete copy of each agreement pursuant to which MBI or any of the MBI Subsidiaries leases any real property (such agreements, (iii) easementstogether with any amendments, rights of way, modifications 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 (iv) 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)supplements thereto, collectively, the “Permitted EncumbrancesLeases”), has heretofore been made available to FNB. Assuming due authorization, execution and (b) delivery by the counterparty thereto, each Lease is valid, binding and enforceable against MBI or the lessee of all leasehold estates reflected MBI Subsidiary party thereto, as the case may be, in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their accordance with its terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by MBI or any of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending MBI Subsidiaries or, to the knowledge of MBI, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the Companytransactions this Agreement contemplates will not cause any default under the Leases, threatened condemnation proceedings against provided the Company Real Propertyconsents and notices disclosed in Section 3.17(b) of the MBI Disclosure Schedule have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on MBI. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which MBI and the MBI Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on MBI. (d) A true and complete copy of each agreement pursuant to which MBI or any of the MBI Subsidiaries leases real property to a third party (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) has heretofore been made available to FNB. Assuming the due authorization, execution and delivery by the counterparty thereto, each Third Party Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. To the knowledge of MBI, there are no existing defaults by the tenant under any Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on MBI.

Real Property. Except The Seller's Disclosure Schedule sets forth an identifying description or, if available, the street address of each parcel of real property owned by the Seller and included in the Assets. The real property to be sold by the Seller to the Buyer pursuant to this Agreement is referred to herein as would the "Real Property." The Seller's Disclosure Schedule also sets forth the general (not detailed) development status of each project included in the Assets and the Seller's reasonable good faith estimate of the projected finished lot cost thereof, exclusive of any and all fees and expenses of any kind or amount owed or to be paid to unaffiliated third parties (the "Development Status"); provided, however, that such good faith estimate shall not constitute a covenant or a guarantee of any kind of nature. With regard to lots on which a single-family residence may be constructed, to the Seller's knowledge, such lots have or are reasonably be expectedexpected to obtain access to streets that are, either individually or in the aggregatefuture will be, dedicated public rights-of-way or private roadways that are reasonably expected to be connected to and serviced by electric, gas, sewage, telephone, cable television and water facilities upon the payment of customary fees; and the grading thereof has or is reasonably expected to be completed pursuant to approved grading and drainage plans. Building permits and (upon the completion of the applicable single-family residence final inspection and approval by the local Governmental Entity) certificates of occupancy (or their equivalent) have a Material Adverse Effect been, or are reasonably expected to be, obtained (upon payment of applicable fees therefor where required by the applicable municipality, the recording of the final plat and/or the completion of necessary on- and off-site improvements) for all such Real Property. Except as set forth on the CompanySeller's Disclosure Schedule, (a) with regard to the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments Real Property which is not yet due, (ii) Liens ready for real property Taxes not yet due and payable, (iii) easements, rights construction of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee ora single-family residence, to the Company’s Seller's knowledge, the lessor. There there are no pending ormaterial, to unusual matters which would likely prevent, prohibit, impair or materially delay the knowledge currently intended development, use or occupancy of the Company, threatened condemnation proceedings against the Company such Real Property, taken as a whole, or cause the most recent projected finished lot cost (as listed on the Seller's Disclosure Schedule) to be materially exceeded. No forward-looking statements shall constitute predictions, guarantees or assurances of actual future results or the likelihood of such results.

Real Property. Except as would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CBI or as set forth in Section 3.18 of the Company, CBI Disclosure Schedule: (a) the Company CBI or a Company Subsidiary CBI Subsidiary, as applicable, has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company CBI Reports as being owned by the Company CBI or a Company CBI Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businesscourse, consistent with past practices) (the “Company CBI Owned Properties”), free and clear of all Liens, except for (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 the properties, (iv) 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 the properties and (v) encumbrances set forth in Section 3.18(a)(v) of the CBI Disclosure Schedule (clauses (i) through (ivv), collectively, “Permitted Encumbrances”). Except as set forth in Section 3.18(a) of the CBI Disclosure Schedule, and none of the CBI Owned Properties is subject to any lease, option to purchase, right of first refusal, purchase agreement or grant to any person of any right relating to the purchase, use, occupancy, or enjoyment of the applicable CBI Owned Property or any portion thereof. No portion of any CBI Owned Property is (i) operated as a nonconforming use under applicable zoning codes, (ii) located in either a “Special Flood Hazard Area” pursuant to the Federal Insurance Rate Maps created by the Federal Emergency Management Agency or an area which is inundated by a “100 year” flood as provided by any Governmental Entity. (b) CBI or a CBI Subsidiary, as applicable, is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports CBI Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “CBI Leased Properties”) (the CBI Leased Properties, collectively with the Company CBI Owned Properties, the “Company CBI Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to the CompanyCBI’s knowledge, the lessor. There True, correct, and complete copies of all leases with respect to any leased CBI Real Property have been provided or otherwise made available to SYBT, and none of the leased CBI Real Property is subject to any sublease or grant to any person of any right to the use, occupancy or enjoyment of the applicable CBI Real Property or any portion thereof. A true, correct, and complete list of all of the CBI Real Property is set forth in Section 3.18(b) of the CBI Disclosure Schedule. (c) The CBI Real Property complies in all material respects with all applicable private agreements and governmental laws and regulations relating thereto and there are no litigation or condemnation proceedings pending or, to the knowledge of the CompanyCBI, threatened condemnation proceedings against with respect to the Company CBI Real Property. All licenses and permits necessary for the occupancy and use of the CBI Real Property, as used in the ordinary course, consistent with past practices of CBI and the CBI Subsidiaries, have been obtained and are in full force and effect. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the CBI Real Property are in good condition and repair, subject to normal wear and tear, and no condition exists which materially interferes with the economic value or use thereof. (d) All CBI Owned Property that is other real estate owned (“OREO”) is set forth on Section 3.18(d) of the CBI Disclosure Schedule. The OREO does not include any OREO that CBI or the appropriate CBI Subsidiary, as applicable, would not be permitted to own under applicable laws and regulations pertaining to OREO.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyKinderhook, (a) the Company Kinderhook or a Company Subsidiary of Kinderhook has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports Kinderhook Financial Statements as being owned by the Company Kinderhook or a Company Subsidiary of Kinderhook or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness consistent with past practice) (the “Company Kinderhook Owned Properties”), free and clear of all 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 due and payable, (iii) easements, rights of way, 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 encumbrances, (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s and carrier’s Liens arising in the ordinary course of business of Kinderhook 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 (ivv), collectively, “Permitted EncumbrancesLiens”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports Kinderhook Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Kinderhook Owned Properties, the “Company Kinderhook Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted EncumbrancesLiens, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default Default thereunder by the lessee or, to the Company’s knowledgeKnowledge of Kinderhook, the lessor, and Kinderhook or a Subsidiary of Kinderhook has the right under such valid and existing leases to occupy or use all of such Kinderhook Real Property as presently occupied and used by Kinderhook or such Subsidiary. There are no pending or, to the knowledge Knowledge of the CompanyKinderhook, threatened condemnation proceedings against the Company Kinderhook Real Property. Kinderhook has previously made available to Community a true and complete list of all Kinderhook Real Property as of the date of this Agreement.

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the Company, Company or its Subsidiaries (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary 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) (the “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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property. Company Disclosure Schedule 3.18 contains a complete and accurate list of each Company Real Property, including lease commencement and termination dates and any notices required prior to consummation of the transactions contemplated by this Agreement.

Real Property. Except Deliver to the Collateral Agent for the benefit of the Secured Parties: (A) with respect to each of the Existing Mortgaged Properties: (I) one or more counterparts, as would specified by the Collateral Agent, of a Mortgage Amendment duly executed, acknowledged and delivered by the Borrower or the appropriate Restricted Subsidiary amending the Existing Mortgage covering such Existing Mortgaged Property to reflect the new Maturity Date and reflect changes made to the Obligations evidenced by this Agreement, and to make such other amendments as the Collateral Agent and the Administrative Agent deem necessary for such Existing Mortgage to be consistent with this Agreement; (II) evidence that counterparts of each such Mortgage Amendment have been duly filed or recorded in all appropriate filing or recording offices in order to continue a valid first and subsisting Lien on the Existing Mortgaged Property described therein for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent and the Administrative Agent; (III) either (1) an ALTA Form 11 endorsement or similar endorsement where ALTA Form 11 is unavailable to the Existing Mortgage Policy for such Existing Mortgaged Property insuring that coverage under such Existing Mortgage Policy has not reasonably be expectedbeen reduced or terminated by virtue of such Mortgage Amendment, either individually including a down date endorsement disclosing no additional liens or title exceptions against such Existing Mortgaged Property unless approved by the Administrative Agent and Collateral Agent, and an endorsement extending the date of such Existing Mortgage Policy to the date of recordation of such Mortgage Amendment, or (2) a Mortgage Policy to replace the applicable Existing Mortgage Policy covering such Existing Mortgaged Property; and (IV) at the request of the Administrative Agent, a local counsel opinion from counsel in the aggregate, applicable State addressed to have a Material Adverse Effect on the Company, Secured Parties regarding the enforceability (awhere customarily available) the Company or a Company Subsidiary has good of each such Mortgage Amendment and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports such other matters as being owned reasonably requested by the Company or a Company Subsidiary or Collateral Agent. (B) With respect to each Material Real Property being acquired after by any Loan Party in connection with the date thereof (except properties sold or otherwise disposed of since Acquisition Agreement, the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, Mortgages 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 documents and (iv) 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 (ivitems specified in Section 6.11(c), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.;

Real Property. Except as would not reasonably be expectedlikely, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a 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) (the “"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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "Company Leased Properties" and, collectively with the Company Owned Properties, the “"Company Real Property”"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s 's knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (such leasehold estates, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened legal actions or condemnation proceedings against the Company Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) The Catalytica SEC Documents set forth a description of all material real property or any interest therein currently owned by Catalytica or any of its Subsidiaries (the Company “Catalytica Owned Premises”). (b) The Catalytica SEC Documents set forth a list of all material leases, licenses or similar agreements relating to Catalytica or any of its Subsidiaries’ use or occupancy of real estate (the “Catalytica Leased Premises”) owned by a Company Subsidiary third party (“Catalytica Leases”), true and correct copies of which have previously been furnished to Worsley and the Companies. The Catalytica Leases and all guaranties with respect thereto, are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default under any such Lease. To the Knowledge of Catalytica, no event has occurred which, with the passage of time or the giving of notice or both, would cause a default under any of such Catalytica Leases. Neither Catalytica nor any of its Subsidiaries nor its agents or employees has received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment under any such Catalytica Leases. No party other than Catalytica has a right to occupy any of the Catalytica Leased Premises. (c) With respect to each Catalytica Owned Premises and Catalytica Leased Premises, as applicable: (i) Catalytica or one of its Subsidiaries has good and marketable title to all the real property reflected valid fee simple interest in the latest audited balance sheet included Catalytica Owned Premises and a valid leasehold interest in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”)Catalytica Leased Premises, free and clear of all Liens, except (i) statutory any Liens securing payments not yet due, or title defects that have had or could have an adverse effect on Catalytica’s use and occupancy of the Catalytica Owned Premises and the Catalytica Leased Premises; (ii) Liens for real property Taxes the portions of the buildings located on the Catalytica Owned Premises and the Catalytica Leased Premises that are used in the business of Catalytica or any of its Subsidiaries are each in operating condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy Catalytica’s current business activities as conducted thereon and, to the Knowledge of Catalytica, there is no latent material defect in the improvements on any Catalytica Owned Premises, structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing each Catalytica Owned Premises and the roofs which have not yet due been disclosed to Worsley and payable, the Companies in writing prior to the date of this Agreement; (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use each of the properties Catalytica Owned Premises and the Catalytica Leased Premises (a) has direct access to public roads or assets subject thereto or affected thereby or otherwise materially impair access to public roads, such access being sufficient to satisfy the current transportation requirements of the business operations presently conducted at such properties and (iv) 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”), parcel; and (b) is the lessee of served by all leasehold estates reflected in the latest audited financial statements included utilities in such quantity and quality as are necessary and sufficient to satisfy the Company Reports current normal business activities conducted at such parcel; and (iv) Catalytica has not received notice of (a) any condemnation, eminent domain or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of similar proceeding affecting any nature whatsoever, except for Permitted Encumbrances, and is in possession portion of the properties purported to be leased thereunderCatalytica Owned Premises or the Catalytica Leased Premises or any access thereto, and each such lease is valid without default thereunder by the lessee orand, to the Company’s knowledgeKnowledge of Catalytica, no such proceedings are contemplated, (b) any special assessment or pending improvement Liens to be made by any governmental authority which may affect any of the lessor. Catalytica Owned Premises or the Catalytica Leased Premises, or (c) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the Catalytica Owned Premises or the Catalytica Leased Premises. (d) (i) There are no pending orLegal Requirements now in existence or under active consideration by any Governmental Authority which could require the tenant of any Catalytica Leased Premises to make any expenditure in excess of $50,000 to modify or improve such Leased Premises to bring it into compliance therewith, and (ii) neither Catalytica nor any of its Subsidiaries shall be required to expend more than $100,000 in the aggregate under all Catalytica Leases to restore the Catalytica Leased Premises at the end of the term of the applicable Catalytica Lease to the knowledge condition required under the Catalytica Lease (assuming the conditions existing in such Catalytica Leased Premises as of the Company, threatened condemnation proceedings against date hereof and as of the Company Real PropertyClosing).

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on Hexcel, each of Hexcel and the Company, Hexcel Subsidiaries (a) the Company or a Company Subsidiary has good have marketable and marketable valid title to all the real property reflected in the latest audited balance sheet included in the Company Hexcel SEC Reports as being owned by the Company Hexcel or a Company 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) (the “Company 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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is are the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Hexcel SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or have been terminated by Hexcel or a Hexcel Subsidiary) (such leasehold estates, collectively with the Company Hexcel Owned Properties, the “Company Hexcel Real Property”, and any leases with respect to such leasehold estates, the “Hexcel Leases”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee 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 Hexcel or any Hexcel Subsidiary, or to the Company’s knowledgeknowledge of Hexcel, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the lessoraggregate, would not reasonably be expected to have a Material Adverse Effect on Hexcel. There are no pending or, to the knowledge of the CompanyHexcel, threatened condemnation proceedings against the Company Hexcel Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hexcel.

Real Property. Except (a) Section 3.8(a) of the Harveys Disclosure Schedule identifies all real property owned by Harveys and its Subsidiaries (the "Harveys Owned Property") and all real property leased or operated by Harveys and its Subsidiaries (the "Harveys Leased Property"). The Harveys Owned Property and the Harveys Leased Property is referred to herein collectively as the "Harveys Real Property." (b) Harveys and its Subsidiaries have good and marketable fee simple title to the Harveys Owned Property, and a valid leasehold interest in the Harveys Leased Property, free and clear of any and all liens, encumbrances, restrictions, leases, options to purchase, options to lease, covenants, assessments, defects, claims or exceptions, except for the exceptions described in the Lease Documents (as defined below) or the exceptions described in the Harveys SEC Reports or such other liens or exceptions that do not and would not reasonably be expectednot, either individually or in the aggregate, materially interfere with the use of the Harveys Real Property as currently used or would not be reasonably likely to have a Harveys Material Adverse Effect on Effect. (c) True and correct copies of the Companydocuments under which the Harveys Leased Property is leased or operated (the "Lease Documents") have been delivered or made available for review to Xxxxxx'x. The Lease Documents are unmodified and in full force and effect, (a) the Company and there are no other agreements, written or a Company Subsidiary has good and marketable title to all the real property reflected oral, between Harveys or any of its Subsidiaries in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold Harveys Leased Property or otherwise disposed of since relating to the date thereof in the ordinary course of business) (the “Company Owned Properties”), free use and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use occupancy of the properties Harveys Owned Property or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities Harveys Leased Property. None 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)Harveys, collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee its Subsidiaries or, to the Company’s knowledgebest knowledge of Harveys and its Subsidiaries, any other party, is in material default under the lessor. There are no pending orLease Documents, and, to the best knowledge of Harveys, no defaults (whether or not subsequently cured) by Harveys, its Subsidiaries or any other party have been alleged thereunder. To the Companybest knowledge of Harveys and its Subsidiaries: (i) each landlord named in any of the Lease Documents is not in material default thereunder, threatened condemnation proceedings against and (ii) no material defaults (whether or not subsequently cured) by such landlord have been alleged thereunder. (d) Except as disclosed in Section 3.8(d) of the Company Harveys Disclosure Schedule, (i) except as otherwise disclosed in written materials made available to Xxxxxx'x or in Section 3.13 of the Harveys Disclosure Schedule, to the best knowledge of Harveys and its Subsidiaries, no land or property adjacent to the Harveys Real Property is in material violation of any applicable laws, regulations or Restrictions, except for such violations which, individually or in the aggregate, would not be reasonably likely to result in a Harveys Material Adverse Effect; and (ii) there are no material defects in the physical condition of the Harveys Real Property or the improvements located on the Harveys Real Property, except for defects which, individually or in the aggregate, would not be reasonably likely to have a Harveys Material Adverse Effect. (e) Except as disclosed in Section 3.8(e) of the Harveys Disclosure Schedule, neither Harveys nor any of its Subsidiaries has received written notice of, or has any actual knowledge of, any action, proceeding or litigation pending (and, to the best knowledge of Harveys and its Subsidiaries, overtly contemplated or threatened) (i) to take all or any portion of the Harveys Real Property, or any interest therein, by eminent domain; (ii) to modify the zoning of, or other governmental rules or restrictions applicable to, the Harveys Real Property or the use or development thereof; (iii) for any street widening or changes in highway or traffic lanes or patterns in the immediate vicinity of the Harveys Real Property; or (iv) otherwise relating to the Harveys Real Property or the interests of Harveys and its Subsidiaries therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Harveys Real Property; in each case except for such actions, proceedings or litigation which, individually or in the aggregate, would not be reasonably likely to have a Harveys Material Adverse Effect. (f) Except as disclosed in Section 3.8(f) of the Harveys Disclosure Schedule, no portion of the Harveys Real Property or the roads immediately adjacent to and currently utilized to access the Harveys Real Property: (i) is situated in a "Special Flood Hazard Area," as set forth on a Federal Emergency Management Agency Flood Insurance Rate Map or Flood Hazard Boundary Map; (ii) except as otherwise disclosed in written materials made available to Xxxxxx'x or in Section 3.13 of the Harveys Disclosure Schedule, to the best knowledge of Harveys and its Subsidiaries, was the former site of any public or private landfill, dump site, retention basin or settling pond;

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Section 3.9(a) of the Company or a Company Subsidiary has good and marketable title to Disclosure Letter sets forth the address of all the real property reflected and interests in the latest audited balance sheet included in the Company Reports as being real property owned by the Company or any of its Subsidiaries (together with all of the buildings, structures, and other improvements thereon, the “Owned Real Property”). With respect to the Owned Real Property: (i) the Company or one of its Subsidiaries has good and valid title to the Owned Real Property, free and clear of all mortgages, security interests, pledges, liens, charges or encumbrances (collectively, “Liens”), other than (i) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (ii) Liens for Taxes, assessments or other charges by Governmental Entities not yet due and payable or which are being contested in good faith and by appropriate proceedings with a maintenance of appropriate reserves on the Company Subsidiary Balance Sheet for payment of same, (iii) easements, rights-of-way, encroachments, restrictions, conditions and other similar Liens incurred or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof suffered in the ordinary course of business) (, provided that the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that same do not materially affect and adversely impair the use or value or use of the properties assets subject thereto, (iv) zoning, entitlement, building and other land use regulations imposed by Governmental Entities, provided that the same do not materially and adversely impair the use or value of the assets subject thereto, (v) Liens relating to capitalized lease financings or purchase money financings that have been entered into in the ordinary course of business and have been or will be assumed by the Buyer or the Transitory Subsidiary specifically in accordance with the provisions of this Agreement, and (vi) Liens which do not materially and adversely impair the use or value of the assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of items described in the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (foregoing clauses (i) through (iv), vi) collectively, “Permitted EncumbrancesLiens”), unless the absence of such good and valid title to the Owned Real Property does not materially and adversely impair the use or value of any such Owned Real Property in the operation of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted; (ii) except as would not have a Company Material Adverse Effect, to the Company’s Knowledge: (A) there are no pending or threatened, condemnation proceedings, lawsuits, or administrative actions relating to any Owned Real Property, or other matters affecting and adversely impairing the current use, occupancy, or value thereof; (B) the Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (C) other than published notice actually received and disclosed to the Buyer, there are no pending or contemplated rezoning or special designation proceedings affecting the Owned Real Property; and (D) there are no outstanding options or rights of first refusal to purchase or lease the Owned Real Property, or any portion thereof or interest therein. (b) is Section 3.9(b) of the lessee Company Disclosure Letter sets forth a complete list of all leasehold estates reflected agreements, in each case as amended, modified, or supplemented to date (together with all of the latest audited financial statements included in such buildings, structures, and other improvements owned or leased by the Company Reports or acquired after any Subsidiary thereon, each, a “Company Lease”) pursuant to which the date thereof Company or any Subsidiary leases, subleases, licenses, or otherwise occupies (except for leases that have expired by their terms since whether as landlord, tenant, subtenant, or pursuant to any other occupancy arrangement) any real property or interests in real property (the date thereof) (collectively “Leased Real Property,” and together with the Company Owned PropertiesReal Property, the “Company Real Property”). The Company or one of the Subsidiaries has delivered to the Buyer or the Transitory Subsidiary true and complete copies of the Company Leases, together with all amendments, modifications, and supplements thereto, and, to the extent available, copies of title insurance policies for each Leased Real Property. With respect to the Leased Real Property, except as would not have a Company Material Adverse Effect: (i) the Company or one of its Subsidiaries has a good and valid leasehold interest in all Leased Real Property, free and clear of all Liens that are not Permitted Liens; Table of any nature whatsoever, except for Permitted EncumbrancesContents (ii) each Company Lease is a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable against, the respective parties thereto, subject to the Bankruptcy and Equity Exception; (iii) each Company Lease will continue to be the valid and binding obligation of, and legally enforceable against, the parties thereto, subject to the Bankruptcy and Equity Exception, and shall continue to be in possession full force and effect, following the consummation of the properties purported to be leased thereundertransactions contemplated hereby; (iv) none of the Company or any of its Subsidiaries has received written notice of any default, and each such lease is valid without individually or in the aggregate, under any Company Lease which default thereunder by remains uncured; (v) none of the lessee orCompany or any of its Subsidiaries has any actual Knowledge of any violation of or any default, individually or in the aggregate, of any Company Lease that remains uncured; (vi) to the Company’s knowledgeKnowledge, there does not exist any condition that, upon the lessor. passage of time or the giving of notice or both, would cause such a violation or default under any Company Lease; and (vii) no party to any Company Lease has repudiated any provision thereof; (c) None of the Company or any of its Subsidiaries has received written notice of any breach, individually or in the aggregate, under any agreement evidencing any Lien on the Real Property, which default continues on the date of this Agreement, other than any default that would not have a Company Material Adverse Effect. (d) There is no party (other than the Company or any of the Subsidiaries) in possession of any Real Property, and there are no pending orleases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party (other than the knowledge Company or any of the Subsidiaries) the right of use or occupancy of any portion of or interest in the Real Property, other than any possession or grant that would not have a Company Material Adverse Effect. (e) To the Company’s Knowledge, all of the buildings, structures, and other material improvements located on the Real Property are in good operating condition and repair (normal wear and tear excepted and taking into account the respective ages of such buildings, structures, building systems and equipment, and excepting immaterial operating conditions and items of repair), suitable for the conduct of the Company’s or any Subsidiary’s business at the Real Property, threatened condemnation proceedings against except for any failure to be in such condition and repair that would not have a Company Material Adverse Effect. To the Company’s Knowledge, no building, structure, or other material improvement located on the Real Property or any appurtenance thereto or equipment therein, encroaches on any property owned by others, which encroachment interferes (by more than a de minimis amount) with the use or could materially adversely affect the value of such building, structure, improvement, or appurtenance or which encroachment is necessary for the conduct of the business of the Company Real Propertyor any of its Subsidiaries as conducted as of the date of this Agreement, other than for any encroachment that would not have a Company Material Adverse Effect.

Real Property. Except as would not reasonably be expectedPrior to the 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 aggregate, Collateral Agent (with copies to have a Material Adverse Effect on the Company, (aAdministrative Agent) the Company or a Company Subsidiary has good following: (i) mortgages, deeds of trust, trust deeds, leasehold mortgages and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company 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) trust (the “Company 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 defects (including mechanics’ Liens and materialmen’s Liens) and encumbrances, except excepting only Permitted Liens (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due other than mechanics’ liens and payable, (iii) easements, rights of waymaterialmen’s liens to be insured against under said policies), and providing for such other similar encumbrances that do not materially affect affirmative insurance as the value Administrative Agent may deem necessary or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and desirable; (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use ALTA Surveys (for which all necessary fees (where applicable) have been paid) of the properties Material Acquired Property dated reasonably near the date of such delivery; (v) confirmation from the title insurance company recording such New Mortgages with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priorities of such New 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 assets subject thereto or affected thereby 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 materially impair business operations at such properties (clauses (i) through (iv)transferred to the Borrower in connection with a Permitted Asset Swap, collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively Borrower shall comply with the Company Owned Propertiesrequirements of the first sentence of this Section 5.01(l) no later than five days after such acquisition or transfer, 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 each such Advance, obtain from each title insurance company that has issued a mortgagee title insurance policy, a “Company Real Property”)date down” endorsement (in form and substance reasonably satisfactory to the Administrative Agent) at the time of each such additional Advance, free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession without increase to the aggregate insured amount of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, coverage provided to the Company’s knowledge, Administrative Agent under the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real PropertyMortgage Policies.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the OWNED REAL PROPERTY. SCHEDULE 4.9(a) sets forth a true and correct list of all real property owned by an Acquired Company or included in the Purchased Assets (collectively, the "Owned Real Property"). No Asset Seller owns any real property that is used to any material extent in connection with the Business that is not listed on SCHEDULE 4.9(a), except for real property used in connection with the services described on SCHEDULE 4.19(c) or SCHEDULE 4.19(d) or in connection with products produced by an Asset Seller and that are to be sold to Purchaser pursuant to a Supply Agreement. Except as set forth on SCHEDULE 4.9(a), with respect to each parcel of Owned Real Property (with respect to each of which exceptions, Seller represents that copies of all relevant documentation in Seller's possession or control have been delivered to Purchaser): (i) An Acquired Company Subsidiary has has, or will have on or prior to Closing, good and marketable fee simple title to all (or, with respect to Owned Real Property located in Mexico, the real property reflected in identified owner is, or will be on or prior to Closing, the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of businessabsolute owner of) (the “Company Owned Properties”)such property, free and clear of all LiensEncumbrances other than (A) (1) Encumbrances reflected on the Unaudited Balance Sheet, except (i2) statutory Liens securing payments Encumbrances for Taxes, assessments or governmental charges or levies on property not yet duedelinquent or the validity of which are being contested in good faith by appropriate proceedings described on SCHEDULE 4.9(a), (3) mechanics', carriers', workmen's, repairmen's and other like Encumbrances arising or incurred in the Ordinary Course of Business and securing amounts which are not delinquent, or which are being contested in good faith by appropriate proceedings described on SCHEDULE 4.9(a); and (4) Encumbrances arising under equipment leases with third parties entered into in the Ordinary Course of Business, securing amounts which are not delinquent, or which are being contested in good faith by appropriate proceedings described on SCHEDULE 4.9(a); (B) leases, subleases and similar Contracts listed in SCHEDULE 4.9(a); (C) Encumbrances consisting of zoning or planning restrictions, Permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially impair the owner's use of such Owned Real Property in the operation of the Business as currently conducted; (D) covenants, conditions and restrictions of record which do not materially impair the owner's use of such Owned Real Property in the operation of the Business as currently conducted; (E) private and public easements which do not materially impair the owner's use of such Owned Real Property in the operation of the Business as currently conducted, and roads or highways, if any; and (F) any conditions which do not materially impair the owner's use of such Owned Real Property in the operation of the Business as currently conducted that may be shown by a current, accurate survey or physical inspection of any Owned Real Property made prior to Closing (collectively, "Permitted Encumbrances"); (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no applications or proceedings with respect to zoning matters, nor any condemnation or eminent domain proceedings of any kind or proceedings of any other kind for the taking of the whole or any part of any Owned Real Property for public or quasi-public use pending, nor any other claim, action or proceeding or other matter relating to any Owned Real Property or that would adversely affect the ownership, use, occupancy or value thereof, pending or, to the knowledge Knowledge of Seller, threatened; (iii) Other than any leases, subleases or other Contracts disclosed in SCHEDULE 4.9(a), in respect of which the tenants named therein are in possession of the Companyentire space which they are entitled to occupy thereunder, threatened condemnation proceedings against there are no leases, subleases, licenses, concessions, or other agreements (including with respect to food services, parking and other concessions), written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Owned Real Properties or any portion thereof or interest therein, except for Contracts on a month-to-month basis or which can be terminated by the relevant Acquired Company or Asset Seller upon 30 days written notice; (iv) There are no outstanding options to purchase, lease or use, or rights of first refusal or first offer to purchase any of the Owned Real Properties or any portions thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof, except in each case as set forth on SCHEDULE 4.9(a); (v) All of the Owned Real Property has adequate rights of access and has adequate utility service, and there are no material structural defects in any of the buildings or material improvements situated on any of the Owned Properties (vi) To the Knowledge of Seller and except as set forth on SCHEDULE 4.9(a), there is no document or instrument affecting any of the Owned Real Property which requires the consent or approval of any Person for the transactions contemplated hereby; and (vii) Except as set forth on SCHEDULE 4.9(a), Seller has received no written notice that any portion of the Owned Real Property, or any of the improvements located thereon, violates any applicable Law relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control, other than such violations that do not materially adversely affect the use or occupancy of such Owned Real Property. (b) LEASED REAL PROPERTY. SCHEDULE 4.9(b) sets forth a true and correct list of all real property (i) leased or subleased to an Acquired Company or (ii) included in the Purchased Assets (the "Leased Real Property", and together with the Owned Real Property, the "Real Property"). Seller has made available to Purchaser true and correct copies of such leases and subleases, each as amended to date. Except as set forth on Schedule 4.9(b) (with respect to each of which exceptions, Seller represents that copies of all relevant documentation in Seller's possession or control have been delivered to Purchaser), with respect to each lease and sublease of Leased Real Property: (i) Each lease or sublease is in full force and effect in all material respects and is valid and enforceable by Seller or its Subsidiaries in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles; (ii) Seller and its Subsidiaries have performed all material obligations required to have been performed by them under each Real Property Lease and none of Seller or any of its Subsidiaries has received written notice that it is in breach or default (after the expiration of any notice or cure period) under any Real Property Lease; (iii) No event has occurred and no condition or circumstance exists that, with the lapse of time or the giving of notice or both, would constitute a material default by Seller or its Subsidiaries thereunder or, to the Knowledge of Seller, any other party thereto, and no written notice of any such event, condition or circumstance has been received or issued by Seller or its Subsidiaries with respect to any Real Property Lease that has not been waived or a cure thereof accepted in writing; (iv) No Real Property Lease has been assigned, no portion of any Leased Real Property has been subleased, and Seller or one of its Subsidiaries is currently in occupancy of all of the Leased Real Property; (v) None of Seller or its Subsidiaries are subject to any contractual obligations to purchase or acquire an interest in real property; and (vi) To the Knowledge of Seller and except as set forth on SCHEDULE 4.9(b), no provision of any Real Property lease, or of any Contract or Permit or other document or instrument affecting any Leased Real Property, requires the consent or approval of any Person for the transactions contemplated hereby. (c) The furniture, fixtures, machinery, equipment and other tangible personal property owned or leased by Seller and each Subsidiary in connection with such assets are in satisfactory working order taken as a whole, ordinary wear and tear excepted, and assuming completion of the pending capital expenditure project with respect to the Glass Business furnace re-build.

Real Property. Except as would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on the with respect to Company, (a) the Company or a Company Subsidiary (a) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except (x) properties sold or otherwise disposed of since the date thereof in the ordinary course of businessbusiness and (y) properties categorized as “other real estate owned” in such balance sheet) (the “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 due and payable, (iii) easements, rights of way, 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 (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all material Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by the lessee or, to the knowledge of Company’s knowledge, the lessor. There are no material pending or, to the knowledge of the Company, threatened condemnation proceedings against the any Company Real Property.

Real Property. Except If any fee owned Real Property of any Credit Party is, when acquired by any Credit Party after the Original Closing Date, Material Real Property, then, if such Material Real Property shall not already be subject to a perfected Lien in favor of the Administrative Agent, promptly give notice thereof to the Administrative Agent and in any event within sixty (60) days after such acquisition (unless waived or extended by the Administrative Agent in its sole discretion) thereafter cause such Material Real Property to be subjected to a Lien in favor of the Administrative Agent and take, or cause the relevant Credit Party to take, such actions as would not shall be reasonably be expectedrequested by the Administrative Agent to grant and perfect or record such Lien, either individually including providing each of the following: (i) evidence that counterparts of Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the aggregate, Administrative Agent may deem reasonably necessary in order to have create a Material Adverse Effect valid and subsisting perfected Lien (subject to Permitted Liens) on the CompanyReal Property and/or rights described therein in favor of the Administrative Agent, for the benefit of the Secured Parties, and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (aii) the Company title insurance policies or a Company Subsidiary has good and marketable title to all the real property reflected marked-up commitment or signed pro forma thereof for such Material Real Property available in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) each applicable jurisdiction (the “Company Owned PropertiesMortgage Policies”) in form and substance, with endorsements and in amounts, reasonably acceptable to the Administrative Agent (not to exceed the value of the Material Real Property covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the Real Property described therein, free and clear of all defects and encumbrances, subject to Permitted Liens, except and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance, in each case as the Administrative Agent may reasonably request; (iii) to the extent requested by the Administrative Agent, opinions, addressed to the Administrative Agent and the Secured Parties, from local counsel in each jurisdiction (A) where such Material Real Property is located regarding the enforceability of the Mortgage and (B) where the applicable Credit Party granting the Mortgage on said Material Real Property is organized, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in form and substance reasonably satisfactory to the Administrative Agent; (iv) either new ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no change affidavits sufficient for the title insurance company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements required in (ii) above to the extent such coverage and endorsements are available in the applicable jurisdictions and at commercially reasonable rates; (v) (y) “Life of Loan” Federal Emergency Management Agency standard flood hazard determinations with respect to each Material Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each applicable Credit Party relating thereto, in the form required under the Flood Insurance Laws, and (z) if any improved Material Real Property encumbered by any Mortgage is located in a special flood hazard area, a policy of flood insurance that (1) covers such improved Material Real Property, (2) (i) statutory Liens securing payments not yet duemaintains, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in amounts and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) Liens provides the Administrative Agent with evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance. and (3) is otherwise on terms reasonably satisfactory to the Administrative Agent; (vi) evidence reasonably acceptable to the Administrative Agent of payment of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording Taxes, fees, charges, costs and expenses required for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use recording of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties Mortgage and issuance of the Mortgage Policies referred to above; and (ivvii) such imperfections or irregularities of title or Liens other documents 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 Administrative Agent may reasonably request with respect to any such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Material Real Property.

Real Property. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) Each of MBI and the Company or a Company Subsidiary MBI Subsidiaries has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a 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) (the “Company Owned Properties”)title, free and clear of all Liens, to all real property owned by such entity (the “Owned Properties”), except for (i) Liens that do not materially detract from the present use of such real property or otherwise materially impair business operations at such properties, (ii) statutory Liens securing payments not yet due, due and (iiiii) Liens for real property Taxes not yet due and payable. (b) A true and complete copy of each agreement pursuant to which MBI or any of the MBI Subsidiaries leases any real property (such agreements, (iii) easementstogether with any amendments, rights of way, modifications 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 (iv) 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)supplements thereto, collectively, the “Permitted EncumbrancesLeases”), has heretofore been made available to FNB. Assuming due authorization, execution and (b) delivery by the counterparty thereto, each Lease is valid, binding and enforceable against MBI or the lessee of all leasehold estates reflected MBI Subsidiary party thereto, as the case may be, in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their accordance with its terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by MBI or any of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. There are no pending MBI Subsidiaries or, to the knowledge of MBI, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the Companytransactions this Agreement contemplates will not cause any default under the Leases, threatened condemnation proceedings against provided the Company Real Propertyconsents and notices disclosed in Section 3.17(b) of the MBI Disclosure Schedule have been obtained or made, except for any such default which would not, individually or in the aggregate, have a Material Adverse Effect on MBI. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which MBI and the MBI Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement, except for locations the loss of which would not result in a Material Adverse Effect on MBI.

Real Property. Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the CompanyXxxxxxxx, Xxxxxxxx and each Xxxxxxxx Subsidiary (a) the Company or a Company Subsidiary has good have marketable and marketable valid title to all the real property reflected in the latest audited balance sheet included in the Company Xxxxxxxx SEC Reports as being owned by the Company Xxxxxxxx or a Company Xxxxxxxx Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Xxxxxxxx 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 due and payabledelinquent, (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 (ivv) 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) is are the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Xxxxxxxx SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereofthereof or have been terminated by Xxxxxxxx or a Xxxxxxxx Subsidiary) (such leasehold estates, collectively with the Company Xxxxxxxx Owned Properties, the “Company Xxxxxxxx Real Property”, and any leases with respect to such leasehold estates, the “Xxxxxxxx Leases”), free and clear of all Liens of any nature whatsoevermaterial Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, Encumbrances and each such lease is valid without default thereunder by the lessee 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 Xxxxxxxx or any Xxxxxxxx Subsidiary, or to the Company’s knowledgeknowledge of Xxxxxxxx, any other party thereto, of or under any such lease, except where such breach or default, either individually or in the lessoraggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxxxx. There are no pending or, to the knowledge of the CompanyXxxxxxxx, threatened condemnation proceedings against the Company Xxxxxxxx Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Xxxxxxxx.

Real Property. (i) Section 4.01(w)(i) of the Company Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by the Company or any of its Subsidiaries, and together with a list of all applicable leases or subleases and the name of the lessor or sublessor. (ii) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary (x) has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a 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) (the “Company Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, 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 (iv) 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 (by) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (such leasehold estates, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of the Company’s knowledge, the lessor. There are no pending or, to the knowledge Knowledge of the Company, threatened condemnation proceedings against the Company Real Property.

Real Property. (i) Except as would not reasonably be expectedas, either individually or in the aggregate, would not reasonably be expected to have a Sun Material Adverse Effect on the Company, Effect: (aA) the Company or a Company Sun and each Sun Subsidiary has have good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to each and all of its owned real property, and good and valid leasehold title to all the of its leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject only to Sun Permitted Liens, all such real property reflected (1) complies with all applicable zoning and land use ordinances, laws and regulations, or is a valid nonconforming use thereunder, (2) has sufficient access to a public road and (3) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the continuation of its business as currently conducted, in accordance with all applicable Sun Permits and applicable laws with respect to Sun and the Sun Subsidiaries; (B) there are no existing (or to Sun’s knowledge, threatened) condemnation proceedings with respect to any such real property; and (C) with respect to all such leased real property, Sun and each of the Sun Subsidiaries are in compliance with all material terms and conditions of each lease therefor, and neither Sun nor any Sun Subsidiary has received any notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure. (ii) As used herein, “Sun Permitted Liens” means all Liens, charges, encumbrances, mortgages, deeds of trust and security agreements disclosed in any Sun Public Documents, together with the following (without duplication): (A) Liens imposed by law, such as mechanics and materialmen Liens, in each case for sums not yet overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings or such other Liens arising out of judgments or awards against Xxx, with respect to which Sun shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of Sun in accordance with IFRS, (B) Liens for Taxes not yet due and payable or the validity of which are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves have been established in accordance with IFRS EU on the financial statements of Sun, (C) Liens securing judgments for the payment of money so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period with which such proceedings may be initiated has not expired, (D) minor survey exceptions on existing surveys or which would be shown on a current accurate survey, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes (including, for the avoidance of doubt, operating agreements), matters disclosed by a current survey, or zoning or other restrictions as to the use of the affected real property, which do not in the latest audited balance sheet included aggregate materially adversely affect the value of the leased property or materially impair their use in the Company Reports as being owned operation of the business of the tenant, (E) Liens arising from the Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof Sun in the ordinary course of business, (F) leases, subleases, licenses and occupancy agreements by Sun as landlord, sub-landlord or licensor, (G) Liens disclosed on any title insurance policy held by Sun in existence on the “Company Owned Properties”)date hereof and (H) with respect to leased property, free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due charges and payable, (iii) easements, rights encumbrances existing on the date of waythe applicable lease, and other similar encumbrances that do not materially affect all mortgages and deeds of trust now or hereafter placed on the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) 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) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such the Company Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder property by the lessee or, to the Company’s knowledge, the lessor. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Real Propertythird-party landlord.

Real Property. (a) Section 3.18(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all the real property owned by the Company and its Subsidiaries (collectively, “Company Owned Properties”). Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the Company or a Company Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof Owned Property (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”)accordance with Sections 5.1 and 5.2, free and clear of all Liens, and except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes and other governmental charges and assessments not yet due and payablepayable or that are being contested in good faith by appropriate proceedings, (iii) and Liens of carriers, warehouseman, mechanics and materialmen and other like Liens arising in the ordinary course of business and where the underlying obligations are not delinquent, excluding, however, any of which are recorded against the Company Owner Properties), easements, rights of way, 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 (iv) 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) is Section 3.18(b) of the lessee Company Disclosure Schedule sets forth as of the date hereof, a true, correct and complete list of all leasehold estates reflected in the latest audited financial statements included in such real estate leases, subleases, licenses and occupancy agreements (together with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments) to which the Company Reports or acquired after any Company Subsidiary is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by the Company or any Company Subsidiary on the date thereof hereof (except for leases that have expired by their terms since the date thereof) (collectively with the Company Owned Propertiescollectively, the “Company Leased Real Property”), whether in the Company’s or any of its Subsidiaries’ capacity as lessee, sublessee, licensee, lessor, sublessor or licensor, as the case may be (the “Company Real Estate Leases”). The Company or its Subsidiaries has valid leasehold interests in the Company Leased Real Property, free and clear of all Liens of any nature whatsoeverLiens, except for Permitted Encumbrances, and is . Except as set forth in possession Section 3.18(c) of the properties purported to be leased thereunderCompany Disclosure Schedule, each Company Real Estate Lease is (i) valid, binding and each such lease is valid in full force and effect without material default thereunder by the lessee or, to the knowledge of the Company’s knowledge, the lessor, to the knowledge of the Company, no lessor has made a claim of any breach or default by the Company or any Company Subsidiary, and (ii) enforceable against the Company or the applicable Subsidiary and, to the knowledge of the Company, the counterparty thereto (except as may be limited by the Enforceability Exceptions). The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Real Estate Lease, and to the knowledge of the Company, each counterparty to each Company Real Estate Lease has in all material respects performed all obligations required to be performed by it under such Company Real Estate Lease, and no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any Company Subsidiary under any Company Real Estate Lease or, to the knowledge of the Company, no event or condition exists which constitutes, or after notice or lapse of time or both, will constitute a material default on the part of a Company lessor. The Company has made available to the Parent a true, correct and complete copy of each written Company Real Estate Lease and each written amendment to any Company Real Estate Lease. (c) Neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person a right to use or occupy all or any portion of any Company Owned Property or Company Leased Real Property except as set forth in Section 3.18(c) of the Company Disclosure Schedule. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings against the Company Owned Property or Company Leased Real Property.