Common use of Real Properties Clause in Contracts

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower Seller has delivered to Purchaser true and complete copies of the Leases, together with all amendments thereto. To the best of Seller's knowledge, each Restricted Subsidiary applicable owner of the Real Properties has good, insurable, exclusive, legal good record and marketable title in fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case real property free and clear of all LiensLiens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any facts, except for Permitted Lienscircumstances or conditions which do or would in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) Each Material To the best of Seller's knowledge, the Real Property Lease is in full force Properties and effect. Neither all improvements located thereon and the Borrower nor any Restricted Subsidiarypresent use thereof comply with, norconstitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the knowledge best of Seller's knowledge, the construction, use and operation of the Loan PartiesReal Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and repair and are in good operating condition, normal wear and tear excepted, and (i) Seller is not aware of any material, physical or mechanical defects in any of the Real Properties and or Restaurants, including, without limitation, the structural portions of the Real Properties and Restaurants and the plumbing, heating, air conditioning, electrical, mechanical, life safety and other Personsystems therein and all such systems are in good operating condition and repair (normal wear and tear excepted); and (ii) there are no ongoing repairs to the Real Properties or Restaurants located thereon being made by or on behalf of Seller or being made by or on behalf of any landlord. All necessary occupancy and other certificates and permits, is municipal and otherwise, for the lawful use and occupancy of the Real Properties for the purposes for which they are intended and to which they are presently devoted including, without limitation, for the operation of a Burger King restaurant thereon, have been issued and remain valid. There are no pending or threatened actions or proceedings that might prohibit, restrict or impair such use and occupancy or result in breach the suspension, revocation, impairment, forfeiture or non-renewal of any such certificates or permits. All notes or notices of violation ofof any Laws, against or affecting any such Real Properties have been complied with. There are no outstanding correcting work orders from any Federal, State, county, municipal or local government, or default under, the owner of the Real Properties or any Material insurance company with respect to any such Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse EffectProperties. (c) The Material Owned There are no condemnation or eminent domain proceedings of any kind whatsoever or proceedings of any other kind whatsoever for the taking of the whole or any part of the Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual Properties for public or quasi-public use pending or, to the knowledge of the Loan PartiesSeller, threatened condemnation or eminent domain proceedings that affect any Material Owned against the Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest thereinProperties. (d) Schedule 5.18 sets forth a complete The Real Properties and accurate list as all improvements thereon represent all of the locations at which the Seller conducts business relating to the Restaurants and are, now, and at Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectivelywill be, the “Material Owned Real Property”), only locations where any of the Assets are or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are will be located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the normal use and operation of the Real Property is insured Properties and the Restaurants located thereon are installed to the property lines of the respective Real Properties, are connected pursuant to policies valid permits, are fully operable and are adequate to service the Real Properties and the Restaurants located thereon and to permit full compliance with all Laws and normal utilization of the Real Properties and the Restaurants located thereon. (f) All licenses, permits, certificates, including, without limitation, proof of dedication, required from all governmental agencies having jurisdiction over the Real Properties, and from any other bonds which Persons, for the normal use and operation of the Real Properties and the Restaurants located thereon and to ensure adequate vehicular and pedestrian ingress to and egress from the Real Properties and the Restaurants located thereon have been obtained. The Easements are valid and binding, in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party enforceable in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiariestheir respective terms.

Real Properties. (a) The Borrower and each Restricted Subsidiary Except as set forth in the Disclosure Schedule, the Company has good, insurable, exclusive, legal good and marketable fee simple record title in and to all of the real property assets and fixtures included in the Assets. Except as set forth in the Disclosure Schedule, to the best knowledge of the Company none of the real property assets or fixtures owned Real Property by the Company is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or (i) Liens securing specified liabilities or obligations shown on the Latest Unaudited Balance Sheet with respect to which no breach, violation or default exists; (ii) mechanics', carriers', workers' and other similar Liens arising in the valid ordinary course of business; (iii) minor imperfections of title which do not materially impair the existing use of such real property assets or fixtures; (iv) Liens for current Taxes not yet due and enforceable power payable or being contested in good faith by appropriate proceedings; and unqualified right to (v) recorded real estate covenants, conditions, restrictions, easements, building or land use and sell, transfer, convey or assign such Real Propertyrestrictions, and valid leasehold interests other encumbrances, which do not in any material respect, individually or in the Material Real Property Leasesaggregate, diminish the value of, or interfere with the current use of, such real property. Except as set forth in the Disclosure Schedule, to the best knowledge of the Company, all real properties owned by the Company are free from structural defects, in good operating condition and repair. Except as set forth in the Disclosure Schedule, to the best knowledge of the Company each case free such real property and clear of its present use conform in all Liensrespects to all occupational, except for Permitted Liens. (b) Each Material Real Property Lease is in full force safety or health, zoning, planning, subdivision, platting and effect. Neither the Borrower nor any Restricted Subsidiarysimilar Laws, norand there is, to the knowledge of Company, no such Law contemplated that would affect adversely the Loan Parties, any other Person, is right of Company to own or lease and operate and use such real properties. Except as set forth in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual orDisclosure Schedule, to the best knowledge of the Loan PartiesCompany all public utilities necessary for the current use and operation of any facilities on the aforesaid real properties are available for use or access at such properties and there is no legal or physical impairment to free ingress or egress from any of such facilities or real properties. The Company is not a foreign person and is not controlled by a foreign person, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither as the Borrower nor any Subsidiary has received any notice term foreign person is defined in Section 1445(f)(3) of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest thereinCode. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower Main Street and Piedmont have Previously Disclosed to Yadkin a listing of all real property owned by Main Street or Piedmont (including Piedmont's banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by Main Street and/or Piedmont) (collectively, the "Main Street Real Property"). With respect to each Restricted Subsidiary has goodparcel of the Main Street Real Property, insurable, exclusive, legal Main Street and Piedmont have good and marketable fee simple title to the owned Main Street Real Property and own the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case same free and clear of all Liensmortgages, except for Permitted Liensliens, leases, encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Main Street Real Property or which do not and will not materially detract from, interfere with or restrict the present or future use of the Main Street Real Property. (b) Each Material The Main Street Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance complies in all material respects with all applicable legal requirements federal, state and firelocal laws, healthregulations, buildingordinances or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of the Main Street Real Property upon which Main Street's offices or Piedmont's banking or other offices are situated, or which are used by Main Street or Piedmont in conjunction with their banking or other offices or for other purposes, may, under applicable zoning ordinances, be used for the purposes for which they currently are used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the Main Street Real Property are in good condition and repair, occupancyordinary wear and tear excepted, subdivision and zoning laws. There do there does not exist any actual or, to condition which in any material respect interferes with Main Street's or Piedmont's respective use (or will interfere with Yadkin's use after the knowledge of Merger and the Loan Parties, threatened condemnation Bank Merger) or eminent domain proceedings that affect any Material Owned Real Property or any part affects the economic value thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list Neither Main Street nor Piedmont is party (whether as of the Closing Date (ilessee or lessor) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), to any lease or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord rental agreement with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) to any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Propertyreal property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to None of Sellers or any of the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted LiensPurchased Entities owns any real property. (b) Each Material Section 5.3(b) of the Seller Disclosure Schedule sets forth a complete and correct list of the addresses of all of the real property leased, licensed or otherwise granted (other than in fee) to Sellers (or any Purchased Entity) pursuant to a Lease and each Lease with respect thereto (and all interests leased pursuant to such Leases, the “Leased Real Estate”), including all material written amendments or modifications to such Leases currently in effect. Sellers have delivered to Purchaser correct and complete copies of all such Purchased Real Property Leases, including all material written amendments or modifications thereto currently in effect. As of the date hereof, no Seller (or Purchased Entity) is a sublessor or grantor under any sublease or other instrument granting to another Person (other than another Seller or Purchased Entity) any right to the possession, lease, occupancy or enjoyment of the Leased Real Estate, except as set forth on Section 5.3(b) of the Seller Disclosure Schedule. With respect to each Lease pursuant to which the Leased Real Estate is leased, except as set forth in Section 5.3(b) of the Seller Disclosure Schedule and except with respect to any Bankruptcy-Related Default or payment default of the Debtors: (i) such Purchased Real Property Leases are in full force and effect and are valid, binding and enforceable against the applicable Seller (or Purchased Entity) and, to the Knowledge of Sellers, any counterparty to such Purchased Real Property Leases in accordance with their respective terms; (ii) no amount payable under any such Purchased Real Property Lease is in full force past due (after giving effect to any notice and effect. Neither the Borrower nor any Restricted Subsidiary, nor, cure period); (iii) each Seller (and Purchased Entity) party to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material such Purchased Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) Lease is in compliance in all material respects with all applicable legal requirements material commitments and fireobligations on its part to be performed or observed under each such Purchased Real Property Lease and, healthto the Knowledge of Sellers, buildingthere is no failure by any other party to any such Purchased Real Property Lease to comply in all material respects with all of its material commitments and obligations thereunder; (iv) as of the date hereof, useno Seller (or Purchased Entity) has received any written notice (A) of a material default (which has not been cured), occupancyoffset or counterclaim under any such Purchased Real Property Lease, subdivision or, any other written communication calling upon it to comply with any material provision of any such Lease or asserting material noncompliance (which referenced material noncompliance has not been cured or waived), or asserting such Seller (or Purchased Entity) has waived or altered its material rights thereunder, and zoning laws. There do not exist no event or condition has happened in the last 12 months or presently exists which constitutes a material default or, after notice or lapse of time or both, would constitute a material default under any actual such Purchased Real Property Lease on the part of any Seller (or any Purchased Entity) or, to the knowledge Knowledge of Sellers, any other party to such Purchased Real Property Lease, or (B) of any Action against any Seller under any such Purchased Real Property Lease which if adversely determined would result in such Purchased Real Property Lease being terminated; (v) no Seller (or Purchased Entity) has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any such Purchased Real Property Lease except for Permitted Liens; and (vi) to the extent that, as of the Loan Partiesdate hereof, threatened condemnation any such Lease is within the period prescribed in such Lease for exercise of any extension or eminent domain proceedings that affect renewal option, each Seller (or Purchased Entity) has timely exercised, or has not waived its right to exercise, any Material Owned option to extend or renew the term thereof. (c) Except as set forth in Section 5.3(c) of the Seller Disclosure Schedule and except for Permitted Liens, (i) Sellers (and the Purchased Entities) have good and valid leasehold interest in and to all Purchased Real Property or any part thereofLeases, and neither (ii) to the Borrower nor any Subsidiary has received any notice Knowledge of the intention of Sellers there are no pending or threatened (in writing) material condemnation proceedings by or before any Governmental Authority or other Person with respect to take or use any Material Owned Purchased Real Property Leases that would reasonably be expected to materially and adversely affect the applicable Seller’s (or any part thereof of Purchased Entity’s) leasehold interest thereinin such Purchased Real Property Leases. (d) Schedule 5.18 sets Except as set forth a complete in Section 5.3(d) of the Seller Disclosure Schedule, the Leased Real Estate constitutes all of the real property assets used by Sellers (and accurate list the Purchased Entities) for the conduct of the Business in substantially the same manner as the operation of the Business as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Propertydate hereof. (e) All Material Owned To the Knowledge of Sellers, the use and operation of the Leased Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice Estate in the industry conduct of the Borrower Business does not violate in any material respect any Law, Consent, Lien or agreement of any Governmental Authority. To the Knowledge of Sellers, no improvements constituting a part of the Leased Real Estate encroach on any real property not owned, leased or licensed by Sellers (or the Purchased Entities) to the extent that removal of such encroachment would reasonably be expected to materially impair the manner and its Restricted Subsidiariesextent of the current use, occupancy and operation of such improvements. To the Knowledge of Sellers, there are no Liens, other than Permitted Liens, affecting the Leased Real Estate that materially impair (or otherwise adversely impact) the ability of any Seller (or any Purchased Entity) to use such property in the operation of the Business as currently conducted. (f) Except as set forth in Section 5.3(f) of the Seller Disclosure Schedule and except with respect to any Bankruptcy-Related Default, Sellers (and the Purchased Entities) are in possession of the Leased Real Estate, and enjoy peaceful and undisturbed possession of such real property.

Real Properties. (axviii) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (bxix) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (cxx) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (dxxi) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 1,000,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, and the landlord with respect thereto andthereto, where applicable, each lessee, licensee, sublessee or other occupant thereof, and (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (exxii) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. (a) The Borrower Section 2.16(a) of the Seller Disclosure Letter sets forth a list of all leases, subleases, licenses and each Restricted Subsidiary occupancy agreements in respect of the Leased Sites pursuant to which Seller or any of its Subsidiaries is a tenant, subtenant, licensee or occupant thereunder (the “Transferred Real Property Leases”). (b) Seller or another member of the Seller Group as identified in Section 2.16(b) of the Seller Disclosure Letter has good, insurable, exclusive, legal valid and marketable indefeasible fee simple title to the owned Real Property each Owned Site and the ▇▇▇▇▇▇▇▇▇▇ Site and such good and valid fee title is not subject to any Liens, other than Permitted Liens. Except as set forth in Section 2.16(b) of the Seller Disclosure Letter, there are no options, rights of first offer or rights of first refusal to purchase any Owned Site, the ▇▇▇▇▇▇▇▇▇▇ Site or any portion thereof. As of the Closing Date, the applicable Acquired Entity will have good, valid and enforceable power indefeasible fee simple title to each Owned Site and unqualified right to use and sell, transfer, convey or assign such Real Property, good and valid fee title will not be subject to any Liens, other than Permitted Liens. (c) Seller or the applicable member of the Seller Group as identified in Section 2.16(a) of the Seller Disclosure Letter has valid and subsisting leasehold interests in the Material Real Property LeasesLeased Sites, in each case free and clear of all Liens, except for other than Permitted Liens. As of the Closing Date, the applicable Acquired Entity will have valid and subsisting leasehold interests in the applicable Leased Sites, the ▇▇▇▇▇▇▇▇▇▇ Leasehold Site and the leasehold interests under Interim Leases (if any), free and clear of all Liens, other than Permitted Liens. (bd) Each Material Real Property Lease No parcel of any Owned Site, no parcel of the ▇▇▇▇▇▇▇▇▇▇ Site and, to the Knowledge of Seller, no parcel on which any Leased Site is in full force and effect. Neither the Borrower nor located is subject to any Restricted SubsidiaryOrder to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to the knowledge Knowledge of the Loan PartiesSeller, has any other Personcondemnation, is in breach expropriation or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effecttaking been proposed. (ce) The Material Owned Real Property (if anyExcept as set forth in Section 2.16(e) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan PartiesSeller Disclosure Letter, threatened condemnation or eminent domain proceedings that affect as of the date of this Agreement, there are no pending material property insurance claims with respect to any Material Owned Real Property interest of any member of the Seller Group in any Transferred Site or any part portion thereof. As of the date of this Agreement, and neither the Borrower Seller nor any Subsidiary other member of the Seller Group has received any written notice from any insurance company or any board of fire underwriters (or any entity exercising similar functions) with respect to any Transferred Site or any portion thereof (i) requesting Seller or any other member of the intention Seller Group to perform any material repairs, alterations, improvements or other work to any portion of a Transferred Site which Seller has not completed in full or (ii) notifying Seller or any other member of the Seller Group of any Governmental Authority defects or other Person to take inadequacies in such Transferred Site which would materially and adversely affect the insurability of such Transferred Site or use any Material Owned Real Property or any part thereof of interest thereinthe premiums for the insurance thereof. (df) Schedule 5.18 sets forth a complete Except for the Transferred Customer Contracts, the Shared Customer Contracts (including any such Transferred Customer Contracts and accurate list as Shared Customer Contracts entered into after the date hereof in compliance with Section 4.01 hereof) and the Transferred Tenant Leases, neither Seller nor any other member of the Closing Date (i) of all Real Property owned in fee simple Seller Group has entered into or is otherwise bound by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license license, option, right or sublicense of such Real Property by agreement granting to any Person the Borrower right to use or occupy all or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry portion of the Borrower and its Restricted SubsidiariesTransferred Sites.

Real Properties. The Company does not own and has never owned any real property. Schedule 5.12 hereto lists any lease (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material “Real Property Leases”), in including the name and address of the landlord and the tenant, pursuant to which the Company leases real property as of the date of this Agreement (the “Leased Real Property”) and each case free Contract and/or document relating to the use and/or occupancy of such real property, including all leases, subleases, offers to lease or agreements to lease, lease guarantees, tenant estoppels, subordinations, non-disturbance and clear attornment agreements. The Company has a valid leasehold interest under each of all Liensthe Real Property Leases and has not granted or is obligated under any option, except for Permitted Liens. (b) right of first refusal or other contractual rights to transfer, sell, purchase or otherwise dispose of any Leased Real Property. Each Material Real Property Lease is in full force and effect. Neither ; all rents and additional rents due as of the Borrower date of this Agreement on each such Real Property Lease have been paid and neither the Company, nor any Restricted Subsidiary, nor, to the knowledge Knowledge of the Loan PartiesCompany, any other Person, is in breach or violation of, or default under, any Material party to such Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result is in such a breach, violation material breach or default (with or without notice or lapse has repudiated any material provision thereof. To the Knowledge of timethe Company, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its lease of the Leased Real Property and all improvements thereon to be operatedby the Company or the use thereof, maintained and repaired in compliance withas used by the Company on the date of this Agreement, does not violate any local zoning or similar land use Laws. To the Knowledge of the Company, the requirements Company is not in violation of each applicable or in noncompliance in any material respect with any material covenant, condition, restriction, order or easement affecting the Leased Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning lawsProperty. There do not exist any actual is no condemnation pending or, to the knowledge Knowledge of the Loan PartiesCompany, threatened condemnation or eminent domain proceedings that affect any Material Owned affecting the Leased Real Property. The Company has provided to the Purchaser complete and correct copies of the Real Property or any part thereof, Leases and neither the Borrower nor any Subsidiary has received any notice all amendments and waivers thereto. All of the intention of any Governmental Authority or other Person to take or use any Material Owned buildings, structures and appurtenances included in the Leased Real Property or any part thereof are in good operating condition and in a state of interest therein. good maintenance and repair (dordinary wear and tear excepted) Schedule 5.18 sets forth a complete and accurate list as of are adequate and suitable for the Closing Date (i) of all Real Property owned in fee simple purposes for which they are presently being used by the Loan Parties with a fair market value in excess Company on the date of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Propertythis Agreement. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the industry of the Borrower and its Restricted Subsidiaries.

Real Properties. Rowan has Previously Disclosed to FNB a listing of --------------- all real property owned or leased by Rowan or Rowan Bank (athe "Real Property") The Borrower and each Restricted Subsidiary all leases pertaining to any such Real Property to which Rowan or Rowan Bank is a party (the "Real Property Leases"). With respect to all Real Property, Rowan or Rowan Bank has good, insurable, exclusive, legal good and marketable fee simple title to the owned to, or a valid and subsisting leasehold interest in, such Real Property and owns the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case same free and clear of all Liensmortgages, except for Permitted Liens. liens, leases, encumbrances, title defects and exceptions to title other than (bi) Each Material the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned such lease is valid and enforceable in fee simple by the Loan Parties accordance with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereofits terms, (ii) any leasethere currently exists no circumstance or condition which constitutes an event of default by Rowan or Rowan Bank (as lessor or lessee) or its respective lessor or which, sublease, license with the passage of time or sublicense the giving of required notices will or could constitute such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacityan event of default, and (iii) subject to any required consent of Rowan's lessor, each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Property Lease may be assigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. To the best knowledge and belief of management of Rowan, the Real Property is insured pursuant complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmental authority, including those relating to policies zoning, building and other bonds use permits, except for such noncompliance as does not or would not have a Material Adverse Effect on Rowan and Rowan Bank, and the Real Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure materially adversely affects the assets and risks of each such Loan Party in accordance economic value thereof or materially adversely interferes (or will interfere after the Merger) with prudent business practice in the industry of the Borrower and its Restricted Subsidiariescontemplated use thereof.

Real Properties. (a) The Borrower Section 2.9 of the Disclosure Schedule lists all real properties either owned or leased by the Company. With respect to real properties owned by the Company, Section 2.9 of the Disclosure Schedule includes a common and legal description of each Restricted Subsidiary property. With respect to real properties leased by the Company, Section 2.9 of the Disclosure Schedule includes a brief description of the operating facilities located thereon, the annual rent payable thereon, the length of the term, any option to renew with respect thereto and the notice and other provisions with respect to termination of rights to the use thereof. Except as set forth in Section 2.9 of the Disclosure Schedule, the Company has good, insurable, exclusive, legal good and marketable fee simple record title to in and to, or a leasehold interest in and to, all of its real property assets and fixtures reflected in the owned Real Property Latest Balance Sheet and all of its real property assets and fixtures purchased or otherwise acquired since the valid date of the Latest Balance Sheet (except for real property assets and enforceable power and unqualified right to use and sellfixtures sold in the ordinary course of business since the date of the Latest Balance Sheet). Except as set forth in Section 2.9 of the Disclosure Schedule, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party enforceable in accordance with prudent business practice their terms and there does not exist any violation, breach or default thereof or thereunder. Except as set forth in Section 2.9 of the Disclosure Schedule, none of the real property assets or fixtures owned by the Company is subject to any mortgage, pledge, lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record), except for any Permitted Liens. Except as set forth in Section 2.9 of the Disclosure Schedule, to the knowledge of the Company, after reasonable and diligent inquiry, all real properties owned by and leased to the Company used in the industry conduct of its business are free from structural defects, in good operating condition and repair, with no material maintenance, repair or replacement having been deferred or neglected, suitable for the intended use and free from other material defects. Except as set forth in Section 2.9 of the Borrower Disclosure Schedule, each such real property and its Restricted Subsidiariespresent use conform in all respects to all occupational, safety or health, zoning, planning, subdivision, platting and similar Laws, and there is, to the knowledge of the Company, no such Law contemplated that would affect adversely the right of the Company to own or lease and operate and use such real properties. Except as set forth in Section 2.9 of the Disclosure Schedule, all public utilities necessary for the use and operation of any facilities on the aforesaid real properties are available for use or access at such properties and there is no legal or physical impairment to free ingress or egress from any of such facilities or real properties.

Real Properties. (a) SCHEDULE 1.1(e) attached hereto is a true and complete list of all Real Property to be conveyed to Buyer at the Closing. The Borrower and each Restricted Subsidiary has Real Property constitutes the only real property required to operate the Station in the manner it is presently operated. (b) Seller holds good, insurable, exclusive, legal marketable and marketable insurable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Tower Site Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted LiensLiens described in SCHEDULE 1.1(e) attached hereto, and easements, covenants and non-monetary encumbrances granted in the ordinary course of business which do not interfere in any material respect with the operation of the Station on the Tower Site Property. (bc) Each Material Real Property Seller has valid leasehold interests in the Studio Property, free and clear of all Liens, except for (i) rights of sublessees which are identified on SCHEDULE 1.1(e), and (ii) Liens described in SCHEDULE 1.1(e) attached hereto. Seller enjoys peaceful and undisturbed possession under the Studio Lease. To Seller's knowledge, no other party to the Studio Lease is in default thereunder or breach thereof, and the Studio Lease is valid and in full force and effect. Neither . (d) None of the Borrower nor any Restricted SubsidiaryReal Property lies in an area which is, noror, to the knowledge of the Loan PartiesSeller, any other Personwill be, is in breach or violation ofsubject to zoning, use, or default under, any Material building code restrictions which would prohibit the continued use of such Real Property Leasein the radio broadcasting business, and no event has occurred and no circumstance exists which, if not remedied, would result in such Real Property lacks or shall as of the Closing Date lack dedicated access from a breach, violation or default (with or without notice or lapse public right of time, or bothway. Except as disclosed on SCHEDULE 1.1(e), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all the improvements thereon to be operatedconstructed thereon, maintained and repaired in compliance withas well as the current uses thereof, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance conform in all material respects with all restrictive covenants and with all applicable legal requirements zoning, environmental and firebuilding codes, healthlaws, buildingrules and regulations, use, occupancy, subdivision and zoning lawsincluding "set back" restrictions. There do not exist any actual are no pending or, to the knowledge of the Loan PartiesSeller's knowledge, threatened condemnation or eminent domain proceedings that affect relating to any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of such Real Property by the Borrower or any Restricted Subsidiary as lessor, licensor or similar capacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to sell or lease such Real Property. (e) All Material Owned Any and all buildings, structures, fixtures, or other improvements located on the Real Property is insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice used in the industry operation of the Borrower Station: (i) are structurally sound and its Restricted Subsidiariesfree of material defect; (ii) have been regularly maintained and are in good condition and repair, ordinary wear and tear excepted; and (iii) are equipped with all necessary mechanical and electrical facilities, and such equipment and facilities are in good working order, condition and repair; and (iv) are located entirely within the boundaries of such Real Property.