Schedule 4 14.1-1 is a correct and complete list, and a brief description of, all real estate in which the Company or any of the Company Subsidiaries has an ownership interest (the "Owned Property") and all real property leased by the Company (the "Leased Property"). Except as lessee of Leased Property, neither the Company nor any Company Subsidiary is a lessee under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which another Person has granted to the Company or any Company Subsidiary the right to use or occupy all or any portion of any real property. The Company or one or more of the Company Subsidiaries has good and marketable fee simple title to the Owned Property and, assuming good title in the landlord, a valid leasehold interest in the Leased Property (the Owned Property and the Leased Property being sometimes referred to herein as "Real Property"), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such real estate) other than (a) mortgages shown on the Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) Liens for current taxes not yet due, (c) (i) minor imperfections of title, including utility and access easements depicted on subdivision plats for platted lots that do not impair the intended use of the property, if any, none of which materially impairs the current operations of the Company, any Company Subsidiary or the Business, and (ii) zoning laws and other land use restrictions or restrictive covenants that do not materially impair the present use of the property subject thereto and (d) Liens, assessments and restrictions pursuant to and by virtue of the terms of the lease of the Leased Property. The Real Property constitutes all real properties reflected on the Financial Statements or used or occupied by the Company or any Company Subsidiary in connection with the Business or otherwise. With respect to the Owned Property, except as reflected on Schedule 4.14.1-2(a):
(a) the Company or one of the Company Subsidiaries is in exclusive possession thereof and no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof;
(b) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Owned Property and, to the Knowledge of the Company, there is no threatened condemnation or proceeding with respect thereto;
(c) there is no violation of any covenant, condition, restriction, easement or agreement of any Governmental Authority that affects the Owned Property or the ownership, operation, use or occupancy thereof;
(d) no portion of any parcel of the Owned Property is subject to any roll-back tax, dual or exempt valuation tax, and no portion of any Owned Property is omitted from the appropriate tax rolls; and
(e) all assessments and taxes currently due and payable on such Owned Property have been paid. With respect to the Leased Property, except as reflected on Schedule 4.14.1-2(b):
(i) the Company and/or one of the Company Subsidiaries is in exclusive, peaceful and undisturbed possession thereof and, to the Knowledge of the Company, no easements, licenses or rights are necessary to conduct the Business thereon in addition to those which exist as of the date hereof; and
(ii) to the Knowledge of the Company, no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority materially adverse to the Leased Property and there is no threatened condemnation or proceeding with respect thereto.
Schedule 6 6(b) sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
