Common use of Real Properties Clause in Contracts

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good, valid and marketable fee simple title to all owned real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), free and clear of all Liens other than Permitted Liens and Liens in favor of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (as the case may be) and, to the knowledge of Tag, each of the other parties thereto, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be), and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, nor, to the knowledge of Tag, any third party to the applicable Tag Real Property Lease, is in breach or default under any such Tag Real Property Lease. (c) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) there are no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended uses.

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good, valid BlackRock and its Controlled Affiliates have good and marketable title in fee simple to all real property, and good and marketable title to all personal property owned real property currently used in, and necessary for, the conduct of by them which is material to the business of Tag BlackRock and the Tag Subsidiaries (all such real propertyits Controlled Affiliates, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), in each case free and clear of all Liens other than except for Permitted Liens and Liens such as are described in favor a Schedule; and any real property and buildings held under lease by BlackRock and its Controlled Affiliates are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by BlackRock and its Controlled Affiliates, in each case except as described in Schedule 4.17. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice would constitute a material default, in the performance of its obligations under any of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected Leases to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag which BlackRock or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries its Controlled Affiliates is a party (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag BlackRock Real Property Leases”) or, to the knowledge of BlackRock, by any other party to any of such BlackRock Real Property Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) each of the BlackRock Real Property Leases are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (BlackRock or a BlackRock Controlled Affiliate, as the case may be) applicable, and, to the knowledge of TagBlackRock, each other party to such Leases and (b) each of the other parties theretoBlackRock Real Property Leases is enforceable against BlackRock or its Controlled Affiliate, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be)applicable, and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, norand, to the knowledge of TagBlackRock, any third each other party to the applicable Tag Real Property such Lease, is except in breach each case for failures that, individually or default under any such Tag Real Property Lease. (c) Except as in the aggregate, have not had and would not reasonably be expected to have or result in a BlackRock Material Adverse Effect on Tag (individuallyEffect. Neither BlackRock nor any of its Controlled Affiliates has received any written or oral communication from the landlord or lessor under any of the BlackRock Real Property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the aggregate): (i) there are no leases, subleases, licenses, concessions would not reasonably be expected to have or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is result in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended usesa BlackRock Material Adverse Effect.

Real Properties. (a) ‎ Except for the Drake Avenue Property (the "DRAKE PROPERTY") as would to which the parties hereto agree that the Drake Property, including all assets and liabilities directly related thereto shall not reasonably be expected transferred to result the Buyer or retained by the Joint Venture or Harriscope after Closing, SCHEDULE 2.14 sets forth (i) a list and legal description of all real properties or interests in a Material Adverse Effect on Tag real property owned by the Joint Venture or Harriscope directly or through an Illinois land trust or used in the operation of the Station (individually, a "REAL PROPERTY" and collectively, the "REAL PROPERTIES"), and (ii) each material lease, permit, right, authorization or other agreement (including any easements) under which the Joint Venture, Harriscope or the Station leases, occupies or has, or on the Closing Date will have, rights in any real property, including without limitation any transmitter tower leases (the aggregate): (i) Tag "REAL PROPERTY LEASES"). Except as set forth on SCHEDULE 2.14, neither the Joint Venture nor Harriscope owns, leases, uses or one holds any real property or any option to acquire any real property or interest therein. The Joint Venture and Harriscope have delivered to Buyer true and complete copies of the Tag Subsidiaries has goodReal Property Leases. There are no amendments or modifications to any of the Real Property Leases, valid except as set forth on SCHEDULE 2.14. No Assets of the Joint Venture (other than the physical real property comprising the Drake Property) are attached to or will be transferred as part of the Drake Property. (b) The Joint Venture or Harriscope have good and marketable fee simple title to all owned of their respective Real Properties and have a valid and subsisting good and marketable leasehold interest in all the real property currently used in, which is the subject of each of their respective Real Property Leases (individually a "LEASED PROPERTY" and necessary forcollectively, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A"LEASED PROPERTIES") all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), free and clear of all Liens other than Permitted Liens and Liens in favor Encumbrances of the secured parties under the Tag Credit Facilityany nature whatsoever, and except for (i) Encumbrances set forth on SCHEDULE 2.5, (ii) the current uses of Permitted Liens and (iii) as to the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are , subject to inchoate landlord's liens and Encumbrances of record. Each of the Real Property Leases is a legal, valid and binding obligations agreement of Tag and/or the Joint Venture or Harriscope and is in all material respects enforceable in accordance with its terms except to the extent limited by applicable Tag Subsidiary bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors' rights and general equity principles. SCHEDULE 2.14 to this Agreement contains a list of any policies insuring the Joint Venture's or Harriscope's title or leasehold interest in their respective Real Properties or Leased Properties, as applicable, including the amounts thereof. The Joint Venture or Harriscope has delivered to Buyer true and complete copies of all currently available title policies insuring the Joint Venture's or Harriscope's title or leasehold interest in the Real Properties, and all existing surveys, plans and maps in the Joint Venture's or Harriscope's possession relating to the Real Properties. Neither the Joint Venture nor Harriscope has granted to any other person any right to the use, occupancy or enjoyment of the Real Properties or the Leased Properties or any part thereof. (as c) No event has occurred under any of the case may be) Real Property Leases that, with the lapse of time or the giving of notice or both, would constitute a default by the Joint Venture or Harriscope or to the knowledge of NST and the ▇▇▇▇▇▇ Group any other party thereunder and there are no offsets by the Joint Venture or Harriscope or any other party thereto. The Joint Venture and Harriscope are in compliance with each of the Real Property Leases other than immaterial non-compliance that has no adverse effect of any nature on the Joint Venture or Harriscope, and the representations and warranties of the Joint Venture and Harriscope with respect to each of the Real Property Leases are true and correct in all material respects. Each of NST, the ▇▇▇▇▇▇ Group and, to the knowledge of TagNST and the ▇▇▇▇▇▇ Group, each the Joint Venture is not aware of any circumstance that would give the other parties theretoto any Real Property Lease the right to terminate or modify such lease, enforceable and none of NST, the ▇▇▇▇▇▇ Group nor the Joint Venture has been informed in accordance writing by the lessor under any Real Property Lease that it intends to terminate or not renew such lease or modify such lease. (d) No consents are required under the Real Property Leases in connection with its terms against Tag and/or the consummation of the transactions contemplated hereunder, and the consummation of the transactions contemplated by this Agreement will not result in a default under or give the lessor a right to terminate or modify any Real Property Lease. Neither the Joint Venture nor Harriscope is obligated to pay any leasing or brokerage commission relating to any Real Property Lease or any renewal thereof. (e) To the knowledge of NST and the ▇▇▇▇▇▇ Group, the Real Properties and all structures and appurtenances thereto owned, leased or used by the Joint Venture or Harriscope have been owned and operated in all material respects in compliance with all material applicable Tag Subsidiary laws, ordinances, regulations, rules, orders, restrictions or other requirements of all Governmental Authorities (as the case may beincluding without limitation building, zoning and use ordinances and regulations), and no written notice of violation of any such laws, rules, regulations, orders, restrictions or other requirements has been received by either NST, the ▇▇▇▇▇▇ Group, the Joint Venture or Harriscope. (f) There are no and, except as disclosed to Buyer in full force and effectwriting, and on the Closing Date there will not be (iiii) neither Tag actual or pending impositions or assessments for public or private improvements with respect to any Tag SubsidiaryReal Property or Leased Property for which the Joint Venture or Harriscope would be liable, noror (ii) improvements constructed or planned that would be paid for by means of public or private assessments upon any Real Property or Leased Property for which the Joint Venture or Harriscope would be liable. Neither NST nor the ▇▇▇▇▇▇ Group has received any actual notice and, to the knowledge of TagNST and the ▇▇▇▇▇▇ Group, there is no pending, threatened or contemplated condemnation proceeding affecting any third party to the applicable Tag Real Property Lease, is in breach or default under Leased Property or any such Tag part thereof or of any sale or any disposition of any Real Property Leaseor any Leased Property or any portion thereof in lieu of condemnation. (cg) Except On the Closing Date, no material assets used or useful in the business and operations of the Station by the Joint Venture or Harriscope will be located on any real property not included in the Real Properties or leased by the Joint Venture or Harriscope under the Real Property Leases. There is no real property other than as would not reasonably be expected set forth on SCHEDULE 2.14 which is necessary for the conduct of the Joint Venture's or Harriscope's business or the operation of the Station by the Joint Venture or Harriscope. (h) All buildings and improvements owned by the Joint Venture or Harriscope included within the Real Property and any premises leased by the Joint Venture or Harriscope pursuant to result a Real Property Lease have been maintained in a Material Adverse Effect suitable condition and in sufficient working order, for the purposes for which it is intended or being used. All water, gas, electrical, utility, telecommunication, sanitary and storm sewage lines and systems and other similar systems located on Tag (individually, the Real Properties or servicing the premises leased pursuant to the Real Property Leases have been operating and have been sufficient to enable the Real Properties and Leased Properties to be used and operated in the aggregate): manner currently being used and operated by the Joint Venture or Harriscope . (i) there Neither the Joint Venture nor Harriscope is a "foreign person" or a "foreign corporation" as such terms are no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion defined in Section 1445 of the Tag Real PropertyInternal Revenue Code of 1986, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended usesas amended.

Real Properties. (a) ‎ Except as would not reasonably be expected to result Section 4.9 of the Disclosure Schedules lists all real property and interests in a Material Adverse Effect on Tag real property owned in fee by Company or its Subsidiary (individually, or in the aggregate): (i) Tag or one Owned Real Property). Section 4.9 of the Tag Subsidiaries Disclosure Schedules also lists all real property and interests in real property leased by Company or its Subsidiary as a lessee (individually, Leased Real Property). Company or its Subsidiary has good, valid and marketable fee simple title to all owned real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property and valid title to the leasehold estates in all Leased Real Property (Owned Real Property or Leased Real Property being sometimes referred to, individually, as Company Real Property”), in each case free and clear of all Liens, except: (i) Liens other than Permitted Liens and Liens in favor of that secure Indebtedness that is reflected on the secured parties under the Tag Credit Facility, and Interim Balance Sheet; (ii) the current uses leases, subleases and similar agreements relating to Company Real Property disclosed in Section 4.9 of the Tag Owned Disclosure Schedules; (iii) zoning, building and other generally applicable land use restrictions; and (iv) Liens that have been placed by a third party on the fee title of real property constituting Leased Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulationsproperty over which Company or its Subsidiary has easement rights, and any administrative, occupational safety and health subordination or other applicable Lawsimilar agreements relating thereto. (b) Except as would not reasonably be expected Seller has made available to result Purchaser, in a Material Adverse Effect on Tag (individually, or each case to the knowledge of Seller in the aggregate): possession of Seller, Company or its Subsidiary, (i) Tag a copy of each deed by which Company or one of the Tag Subsidiaries has a valid and existing leasehold its Subsidiary acquired title to or its interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) a copy of all leasestitle insurance policies and most recent surveys Company or its Subsidiary has for such Owned Real Property and (iii) a copy of all certificates of occupancy for improvements on such Owned Real Property and a copy of any zoning or land use variance granted with respect to such Owned Real Property. (c) Seller has made available to Purchaser true and complete copies of all leases and subleases (including all amendments or modifications thereof, licenses all side letters or other instruments affecting the obligations of any party thereunder, and occupancy agreements affecting Tag all assignments or subleases relating thereto) of the Leased Real PropertyProperty under which Company or its Subsidiary is a lessee, including sublessee or sublessor (Leases). To the knowledge of Seller, (i) all amendments, extensions, renewals, guaranties, estoppels such Leases are in full force and subordination agreements effect and are enforceable in accordance with respect thereto (each, a “Tag Real Property Lease” their respective terms and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations lessee under each Lease is now in possession of Tag and/or the applicable Tag Subsidiary (as the case may be) Leased Property and, to the knowledge of TagSeller, each of the other parties no third party has any possessory rights thereto, enforceable in accordance (ii) no notices of default under any such Lease have been sent or received by Company or its Subsidiary and neither Company nor its Subsidiary has any knowledge of any fact or circumstance that, with its terms against Tag and/or the applicable Tag Subsidiary giving of notice or the expiration of time (as the case may beor both), would constitute a material default under any such Lease, (iii) there is no pending or, threatened Proceeding that might interfere with the quiet enjoyment by Company or its Subsidiary of any Leased Property, (iv) Company has exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof and (v) the Leased Property either is not subject to any Lien that has priority over any Lease, or, if it is subject to any such Lien, the holder of such Lien has entered into a customary nondisturbance agreement in favor of Company or its Subsidiary pursuant to which the Lease is protected against being extinguished or terminated by reason of any foreclosure or other acquisition of title by such holder. (d) To the knowledge of Seller, the Company Real Properties and all buildings, structures, improvements and fixtures located on, under, over or within the Company Real Properties consist of or have sufficient land, parking areas or parking rights, access to public roads and sidewalks and other improvements to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted. (e) To the knowledge of Seller, neither Company nor its Subsidiary has received any written notice from any Governmental Authority asserting any material violation or alleged material violation of applicable Laws with respect to any Company Real Property. (f) To the knowledge of Seller, (i) Company and its Subsidiary hold all material Governmental Authorizations necessary for the current use, occupancy and operation of each Company Real Property, (ii) all such Governmental Authorizations have been validly issued by the appropriate Governmental Authority and are in full force and effect, and (iii) neither Tag the Transactions will not violate or invalidate any Tag Subsidiarysuch Governmental Authorization, nor(iv) Company and its Subsidiary have fully complied with any and all conditions and requirements of all such Governmental Authorizations and (v) no default or violation, to or matter, fact or circumstance that with the knowledge lapse of Tagtime or giving of notice, or both, would become a default or violation, has occurred in the due observance of, or compliance with, any third party to the applicable Tag Real Property Lease, is in breach or default under any such Tag Real Property LeaseGovernmental Authorization. (c) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) there are no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended uses.

Real Properties. (a) ‎ Except for the Drake Avenue Property (the "Drake Property") as would to which the parties hereto agree that the Drake Property, including all assets and liabilities directly related thereto shall not reasonably be expected transferred to result the Buyer or retained by the Joint Venture or Harriscope after Closing, Schedule 2.14 sets forth (i) a list and legal description of all real properties or interests in a Material Adverse Effect on Tag real property owned by the Joint Venture or Harriscope directly or through an Illinois land trust or used in the operation of the Station (individually, a "Real Property" and collectively, the "Real Properties"), and (ii) each material lease, permit, right, authorization or other agreement (including any easements) under which the Joint Venture, Harriscope or the Station leases, occupies or has, or on the Closing Date will have, rights in any real property, including without limitation any transmitter tower leases (the aggregate): (i) Tag "Real Property Leases"). Except as set forth on Schedule 2.14, neither the Joint Venture nor Harriscope owns, leases, uses or one holds any real property or any option to acquire any real property or interest therein. The Joint Venture and Harriscope have delivered to Buyer true and complete copies of the Tag Subsidiaries has goodReal Property Leases. There are no amendments or modifications to any of the Real Property Leases, valid except as set forth on Schedule 2.14. No Assets of the Joint Venture (other than the physical real property comprising the Drake Property) are attached to or will be transferred as part of the Drake Property. (b) The Joint Venture or Harriscope have good and marketable fee simple title to all owned of their respective Real Properties and have a valid and subsisting good and marketable leasehold interest in all the real property currently used in, which is the subject of each of their respective Real Property Leases (individually a "Leased Property" and necessary forcollectively, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A"Leased Properties") all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), free and clear of all Liens other than Permitted Liens and Liens in favor Encumbrances of the secured parties under the Tag Credit Facilityany nature whatsoever, and except for (i) Encumbrances set forth on Schedule 2.5, (ii) the current uses of Permitted Liens and (iii) as to the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are , subject to inchoate landlord's liens and Encumbrances of record. Each of the Real Property Leases is a legal, valid and binding obligations agreement of Tag and/or the Joint Venture or Harriscope and is in all material respects enforceable in accordance with its terms except to the extent limited by applicable Tag Subsidiary bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors' rights and general equity principles. Schedule 2.14 to this Agreement contains a list of any policies insuring the Joint Venture's or Harriscope's title or leasehold interest in their respective Real Properties or Leased Properties, as applicable, including the amounts thereof. The Joint Venture or Harriscope has delivered to Buyer true and complete copies of all currently available title policies insuring the Joint Venture's or Harriscope's title or leasehold interest in the Real Properties, and all existing surveys, plans and maps in the Joint Venture's or Harriscope's possession relating to the Real Properties. Neither the Joint Venture nor Harriscope has granted to any other person any right to the use, occupancy or enjoyment of the Real Properties or the Leased Properties or any part thereof. (as c) No event has occurred under any of the case may be) Real Property Leases that, with the lapse of time or the giving of notice or both, would constitute a default by the Joint Venture or Harriscope or to the knowledge of NST and the ▇▇▇▇▇▇ Group any other party thereunder and there are no offsets by the Joint Venture or Harriscope or any other party thereto. The Joint Venture and Harriscope are in compliance with each of the Real Property Leases other than immaterial non-compliance that has no adverse effect of any nature on the Joint Venture or Harriscope, and the representations and warranties of the Joint Venture and Harriscope with respect to each of the Real Property Leases are true and correct in all material respects. Each of NST, the ▇▇▇▇▇▇ Group and, to the knowledge of TagNST and the ▇▇▇▇▇▇ Group, each the Joint Venture is not aware of any circumstance that would give the other parties theretoto any Real Property Lease the right to terminate or modify such lease, enforceable and none of NST, the ▇▇▇▇▇▇ Group nor the Joint Venture has been informed in accordance writing by the lessor under any Real Property Lease that it intends to terminate or not renew such lease or modify such lease. (d) No consents are required under the Real Property Leases in connection with its terms against Tag and/or the consummation of the transactions contemplated hereunder, and the consummation of the transactions contemplated by this Agreement will not result in a default under or give the lessor a right to terminate or modify any Real Property Lease. Neither the Joint Venture nor Harriscope is obligated to pay any leasing or brokerage commission relating to any Real Property Lease or any renewal thereof. (e) To the knowledge of NST and the ▇▇▇▇▇▇ Group, the Real Properties and all structures and appurtenances thereto owned, leased or used by the Joint Venture or Harriscope have been owned and operated in all material respects in compliance with all material applicable Tag Subsidiary laws, ordinances, regulations, rules, orders, restrictions or other requirements of all Governmental Authorities (as the case may beincluding without limitation building, zoning and use ordinances and regulations), and no written notice of violation of any such laws, rules, regulations, orders, restrictions or other requirements has been received by either NST, the ▇▇▇▇▇▇ Group, the Joint Venture or Harriscope. (f) There are no and, except as disclosed to Buyer in full force and effectwriting, and on the Closing Date there will not be (iiii) neither Tag actual or pending impositions or assessments for public or private improvements with respect to any Tag SubsidiaryReal Property or Leased Property for which the Joint Venture or Harriscope would be liable, noror (ii) improvements constructed or planned that would be paid for by means of public or private assessments upon any Real Property or Leased Property for which the Joint Venture or Harriscope would be liable. Neither NST nor the ▇▇▇▇▇▇ Group has received any actual notice and, to the knowledge of TagNST and the ▇▇▇▇▇▇ Group, there is no pending, threatened or contemplated condemnation proceeding affecting any third party to the applicable Tag Real Property Lease, is in breach or default under Leased Property or any such Tag part thereof or of any sale or any disposition of any Real Property Leaseor any Leased Property or any portion thereof in lieu of condemnation. (cg) Except On the Closing Date, no material assets used or useful in the business and operations of the Station by the Joint Venture or Harriscope will be located on any real property not included in the Real Properties or leased by the Joint Venture or Harriscope under the Real Property Leases. There is no real property other than as would not reasonably be expected set forth on Schedule 2.14 which is necessary for the conduct of the Joint Venture's or Harriscope's business or the operation of the Station by the Joint Venture or Harriscope. (h) All buildings and improvements owned by the Joint Venture or Harriscope included within the Real Property and any premises leased by the Joint Venture or Harriscope pursuant to result a Real Property Lease have been maintained in a Material Adverse Effect suitable condition and in sufficient working order, for the purposes for which it is intended or being used. All water, gas, electrical, utility, telecommunication, sanitary and storm sewage lines and systems and other similar systems located on Tag (individually, the Real Properties or servicing the premises leased pursuant to the Real Property Leases have been operating and have been sufficient to enable the Real Properties and Leased Properties to be used and operated in the aggregate): manner currently being used and operated by the Joint Venture or Harriscope . (i) there Neither the Joint Venture nor Harriscope is a "foreign person" or a "foreign corporation" as such terms are no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion defined in Section 1445 of the Tag Real PropertyInternal Revenue Code of 1986, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended usesas amended.

Real Properties. (a) ‎ Except The Company or the Subsidiaries have good and marketable title to the real properties set forth on Schedule 4.11(a) (the “Owned Real Property”) free and clear of Liens, except for Permitted Liens, Liens that will be released at Closing and as set forth on Schedule 4.11(a). No Owned Real Property is subject to any sales contract, option, right of first refusal or similar agreement or arrangement with any third party except as has not and would not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect Effect. (b) Schedule 4.11(b) hereto sets forth each lease or other agreement under which the Company or any Subsidiary leases or has rights in any material real property (the “Real Property Leases” and, each individually, a “Real Property Lease”). True and complete copies of the Real Property Leases have been made available to the Buyer and/or its agents by the Company. Except as set forth on Tag Schedule 4.11(b) hereto, the Company and each Subsidiary have a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 4.11(b) hereto (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good“Leased Real Property” and, valid and marketable fee simple title to all owned real property currently used in, and necessary forcollectively, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Leased Real PropertyProperties”), free and clear of all Liens other than Permitted Liens and Liens in favor of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (as the case may be) and, to the knowledge of Tag, each of the other parties thereto, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be), and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, nor, to the knowledge of Tag, any third party to the applicable Tag Real Property Lease, is in breach or default under any such Tag Real Property LeaseLiens. (c) No material Approval pertaining to the leasing or operation of any Owned Real Property or Leased Real Property, other than those which are transferable with such property, is required by any Governmental Authority. No Company has received a written notice of any pending condemnation proceedings or eminent domain proceedings of any kind against the Leased Real Properties and, to the Knowledge of the Company, none are threatened against any of the Leased Real Properties. To the Knowledge of the Company, all of the parcels of Leased Real Property are occupied under a valid and current certificate of occupancy or similar permit. (d) Except as for any conditions that would not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect Effect, all buildings, structures, material fixtures and material operating systems located on Tag (individuallythe Leased Real Properties, or in the aggregate): (i) there are no leasestaken as a whole, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating satisfactory condition and repairrepair and adequate for the uses for which they are being put as currently conducted thereon, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended uses.

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): The Sellers and each Purchased Subsidiary have (i) Tag or one of the Tag Subsidiaries has good, valid valid, indefeasible and marketable fee simple title to the Owned Real Estate, (ii) good and valid leasehold interest in and to all Leased Real Estate and (iii) good and valid title to all owned real property currently used inother Purchased Assets constituting plants, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements structures, improvements, equipment and fixtures located on (other than tangible personal property covered by Section 5.7 below) or under otherwise have the right to use such real property other Purchased Assets pursuant to a valid and (B) all easementsenforceable lease, rights and other appurtenances to such real propertylicense or similar contractual arrangement, are referred to herein individually and collectively as the “Tag Owned Real Property”), in each case free and clear of all Liens any Liens, other than Permitted Liens and Liens or as set forth in favor Section 5.6(a) of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable LawSeller Disclosure Schedule. (b) Except as would not reasonably be expected to result set forth in a Material Adverse Effect on Tag (individually, or in the aggregate): (iSection 5.6(b) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in Seller Disclosure Schedule, the Real Estate constitutes all of the real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, assets required for the conduct of the business of Tag and Business in substantially the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (same manner as the case may be) and, to the knowledge of Tag, each such Business is being operated as of the other parties theretodate hereof. The plants, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be)buildings, structures, improvements, material equipment and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, nor, to the knowledge of Tag, any third party to the applicable Tag Real Property Lease, is in breach or default under any such Tag Real Property Lease. (c) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) there are no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity fixtures (other than Tag or any Tag Subsidiarytangible personal property covered by Section 5.7 below) included in the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain Purchased Assets are in good operating condition and repair, consistent with standards generally followed in the industry of Tag working order and the Tag Subsidiaries (operating condition, subject only to ordinary wear and tear excepted)tear, and are adequate and suitable for the purposes for which they are presently being used or held for use. To the Knowledge of Sellers, there are no facts or conditions affecting any Real Estate that could reasonably be expected, individually or in the aggregate, to interfere with the current use, occupancy or operation of such Real Estate. Except as set forth in Section 5.6(b) of the Seller Disclosure Schedule, only Sellers, the Purchased Subsidiaries and the Purchased Joint Ventures conduct the Business and the Business is not conducted through any other divisions or any direct or indirect Subsidiary or Affiliate of any Seller or Purchased Subsidiary. (c) Section 5.6(c) of the Seller Disclosure Schedule sets forth a complete and correct list of all real property owned by Sellers and each Purchased Subsidiary (together with all improvements and fixtures located thereon or attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating thereto, the "Owned Real Estate") and lists the address and owner of each parcel of Owned Real Estate. With respect to the Owned Real Estate, (i) no Seller has leased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Estate or any portion thereof, (ii) there are no outstanding options or rights of first offer or first refusal to purchase or lease or otherwise use or occupy the Owned Real Estate or any portion thereof or interest therein and (iii) except as set forth in Section 5.6(c) of the Seller Disclosure Schedule no Seller or Purchased Subsidiary is a party to any agreement or option to sell, mortgage, pledge, hypothecate, lease, sublease, license, convey, alienate, transfer or otherwise dispose of any Owned Real Estate or any portion thereof. (d) Section 5.6(d) of the Seller Disclosure Schedule sets forth a complete and correct list of all of the real property leased, licensed or otherwise granted to Sellers or the Purchased Subsidiaries and each lease with respect thereto (the "Leases", and all interests leased pursuant to the Leases, the "Leased Real Estate"), including the addresses thereof and all written amendments or modifications to the Leases. Sellers have delivered to Purchaser true, correct and complete copies of all Leases, including all written amendments or modifications thereto, and the Leases are unmodified and in full force and effect. No Seller or Purchased Subsidiary is a sublessor or grantor under any sublease or other instrument granting to another Person any right to the possession, lease, occupancy or enjoyment of the Leased Real Estate, except as set forth on Section 5.6(d) of the Seller Disclosure Schedule. With respect to each Lease, except as set forth in Section 5.6(d) of the Seller Disclosure Schedule: (i) the Leases are in full force and effect and are valid, binding and enforceable in accordance with their present respective terms; (ii) no amount payable under any Lease is past due; (iii) each Seller and intended useseach Purchased Subsidiary is in compliance in all material respects with all commitments and obligations on its part to be performed or observed under each Lease and is not aware of the failure by any other party to any Lease to comply in all material respects with all of its commitments and obligations thereunder; (iv) no Seller, nor any Purchased Subsidiary, has received any written notice (1) of a default (which has not been cured), offset or counterclaim under any Lease, or, any other written communication calling upon it to comply with any provision of any Lease or asserting noncompliance, or asserting such Seller or Purchased Subsidiary has waived or altered its rights thereunder, and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any Lease on the part of any Seller or Purchased Subsidiary or, to the Knowledge of Sellers, any other party, or (2) of any Action against any party under any Lease which if adversely determined would result in such Lease being terminated or cut off; (v) no Seller, nor any Purchased Subsidiary, has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any Lease; and (vi) each Seller and each Purchased Subsidiary has exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof.

Real Properties. (a) ‎ Except as The Companies or one of the Subsidiaries has (i) good and marketable fee title to the real property owned in fee by the Companies or any of the Subsidiaries (collectively, the "Owned Properties") and (ii) valid leasehold interest or other occupancy right to the real property leased, subleased or licensed by the Companies or any of the Subsidiaries (collectively, the "Leased Properties"), in each case free and clear of all options to purchase or lease (in the case of the Owned Properties), leases, subleases, rights of first offer, conditions of limitation, Liens and other restrictions and encumbrances (collectively, "Title Matters"), except for Permitted Liens and such Title Matters set forth in Schedule 3.4, which Permitted Liens and Title Matters, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect material adverse effect on Tag (individually, the property to which they relate or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good, valid Business Condition. Schedule 3.4 sets forth a complete and marketable fee simple title to all owned real property currently used in, accurate list and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), free and clear description of all Liens other than Permitted Liens Owned Properties and Liens in favor of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Lawall Leased Properties. (b) Except as Each agreement under which real property is leased, subleased or licensed to the Companies or one of the Subsidiaries, including any agreements with respect to the use or occupancy thereof and any and all amendments or modifications thereof or side letters with respect thereto (collectively the "Company Leases"), is in full force and effect and enforceable in accordance with its respective terms and the Companies or one of the Subsidiaries is the holder of the lessee's or tenant's interest thereunder and there exists no default under any of the Company Leases by the Companies or any of the Subsidiaries and no circumstance exists which, with the giving of notice, the passage of time or both would result in such a default, except for such defaults or other circumstances which, individually or in the aggregate, would not reasonably be expected to result have a material adverse effect on the Business Condition. Except as set forth in a Material Adverse Effect on Tag (individuallySchedule 3.4, or in the aggregate): (i) Tag or one consummation of the Tag Subsidiaries has a valid transactions contemplated hereby does not violate the terms of any of the Company Leases. Except as set forth in Schedule 3.4 and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary forexcept for Permitted Liens, the conduct interests of any of the business of Tag and the Tag Companies or Subsidiaries (the “Tag Leased Real Property”under any Company Lease is not subject to any pledge, and together with Tag Owned Real PropertyLien, collectivelysublease, the “Tag Real Property”)assignment, (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (as the case may be) and, license or other agreement granting to the knowledge of Tag, each of the other parties thereto, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be), and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, nor, to the knowledge of Tag, any third party any interest in such Company Lease or any right to the use or occupancy of any of the Leased Properties. Except as set forth in Schedule 3.4, true and complete copies of the Company Leases have previously been delivered to Buyer, including (without limitation ) all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. The lessees under the Company Leases are now in possession of the applicable Tag Real Property Lease, is Leased Properties except as set forth in breach or default under any such Tag Real Property LeaseSchedule 3.4. (c) Except Each of the Companies and the Subsidiaries has all permits necessary to own or operate the Company Real Property as it is currently owned or operated, and no such permits will be required, as a result of the transactions contemplated hereby, to be issued after the Closing in order to permit the Companies following the Closing to continue to own or operate such Company Real Property, other than any such permits the absence of which, individually or in the aggregate, would not reasonably be expected to result have a material adverse effect on the Business Condition. Except as set forth in Schedule 3.4, neither the Companies nor the Subsidiaries has received, with respect to any Company Real Property, any written notice of default or any written notice of non-compliance with respect to applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes which have not been remedied in all respects which would reasonably be expected to have a Material Adverse Effect material adverse effect on Tag (individuallythe Business Condition. There is no pending, or, to the Sellers' knowledge, threatened condemnation or other governmental taking of any of the Owned Real Property. Each parcel of the Owned Properties is located adjacent to public roads or streets with adequate ingress and egress available between such roads or streets and such Owned Real Property for all purposes related to the Business and as contemplated by the expansion plans disclosed on Schedule 3.4. All parcels of land included in the aggregate): (i) there Owned Real Property that purport to be contiguous are contiguous and are not separated by strips or gores. Except as set forth on Schedule 3.4, no leases, subleases, licenses, concessions or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of any of the Tag Owned Properties lies in any flood plain area (as defined by the U.S. Army Corps of Engineers or otherwise) or includes any wetlands, vegetation or species protected by any applicable law. Except as set forth on Schedule 3.4, no improvements constituting a part of the Owned Properties encroach on real property not owned by the Companies or the Subsidiaries. To the knowledge of Sellers, all buildings, structures, improvements and fixtures located on, under, over and within the Owned Real Property, and no person or entity all other aspects thereof, (other than Tag or any Tag SubsidiaryA) is in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repairrepair and are structurally sound and free of any material defects and (B) are suitable, sufficient and appropriate in all respects for their current uses. Subject to necessary governmental approvals, which the Sellers have no reason to believe would not be available in the ordinary course (it being understood that in connection with making this representation the Sellers are not required to make any investigation with respect so such approvals), to the knowl- edge of Sellers, the Owned Properties are capable of being expanded to accommodate increased production and distribution capacity thereat to the extent and in the manner contemplated by the expansion plans disclosed on Schedule 3.4 and nothing has come to the attention of the Sellers (it being understood that in connection with making this representation the Sellers are not required to make any investigation with respect to such matters) regarding any applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes or other matters relating to the Owned Properties that would materially restrict the ability of the Companies to so expand the Owned Properties. (d) The Sellers have previously provided Buyer with all existing surveys, title insurance policies, title insurance abstracts and other evidence of title in the possession of or available to the Companies, the Subsidiaries or the Sellers covering the Owned Properties and all Permitted Liens arising with respect to the Owned Properties. Except as set forth in Schedule 3.4, American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Companies and the Subsidiaries, as applicable, to each parcel of Owned Properties in amounts at least equal to the original cost thereof, subject only to Permitted Liens, and, to the Sellers' knowledge, such policies are valid and in full force and effect and no claim has been made under any such policy. (e) Except as set forth in Schedule 3.4, the Owned Properties and the Leased Properties constitute, in the aggregate, all of the real property used to conduct the Business in the manner in which each of those Businesses was conducted during the one year period ending December 31, 1997 and since such date, except for additions thereto and deletions therefrom in the ordinary course of business, consistent with standards generally followed past practice and which would not have a material adverse effect on the Business Condition. (f) Except as set forth in Schedule 3.4, there are no outstanding options or contracts with other Persons for the sale, mortgage, pledge, hypothecation assignment, sublease, lease or other transfer of all or any part of the Owned Real Property. No Person has any right or option to acquire, or right of first refusal with respect to, the interest of the Companies and the Subsidiaries in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended usesCompany Real Property or any part thereof.

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good, valid BlackRock and its Controlled Affiliates have good and marketable title in fee simple to all real property, and good and marketable title to all personal property owned real property currently used in, and necessary for, the conduct of by them which is material to the business of Tag BlackRock and the Tag Subsidiaries (all such real propertyits Controlled Affiliates, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), in each case free and clear of all Liens other than except for Permitted Liens and Liens such as are described in favor a Schedule; and any real property and buildings held under lease by BlackRock and its Controlled Affiliates are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by BlackRock and its Controlled Affiliates, in each case except as described in Schedule 4.17. There exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice would constitute a material default, in the performance of its obligations under any of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected Leases to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag which BlackRock or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries its Controlled Affiliates is a party (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag "BlackRock Real Property Leases”") or, to the knowledge of BlackRock, by any other party to any of such BlackRock Real Property Leases. Except as may be limited by bankruptcy, insolvency, reorganization and similar applicable Laws affecting creditors generally and by the availability of equitable remedies (a) each of the BlackRock Real Property Leases are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (BlackRock or a BlackRock Controlled Affiliate, as the case may be) applicable, and, to the knowledge of TagBlackRock, each other party to such Leases and (b) each of the other parties theretoBlackRock Real Property Leases is enforceable against BlackRock or its Controlled Affiliate, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be)applicable, and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, norand, to the knowledge of TagBlackRock, any third each other party to the applicable Tag Real Property such Lease, is except in breach each case for failures that, individually or default under any such Tag Real Property Lease. (c) Except as in the aggregate, have not had and would not reasonably be expected to have or result in a BlackRock Material Adverse Effect on Tag (individuallyEffect. Neither BlackRock nor any of its Controlled Affiliates has received any written or oral communication from the landlord or lessor under any of the BlackRock Real Property Leases claiming that it is in breach of its obligations under such Leases, except for written or oral communications claiming breaches that, individually or in the aggregate): (i) there are no leases, subleases, licenses, concessions would not reasonably be expected to have or other agreements of Tag or any Tag Subsidiary, written or oral, granting to any person or entity (other than Tag or any Tag Subsidiary) the right to use or occupy any portion of the Tag Real Property, and no person or entity (other than Tag or any Tag Subsidiary) is result in possession of any portion of the Tag Real Property, and (ii) the portions of the Tag Real Property that Tag or any Tag Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag and the Tag Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended usesa BlackRock Material Adverse Effect.

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag Rolex (individually, or in the aggregate): (i) Tag Rolex or one of the Tag Rolex Subsidiaries has good, valid and marketable fee simple title to all owned real property currently used in, and necessary for, the conduct of the business of Tag Rolex and the Tag Rolex Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Rolex Owned Real Property”), free and clear of all Liens other than Permitted Liens and Liens in favor of the secured parties under the Tag Rolex Credit Facility, and (ii) the current uses of the Tag Rolex Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag Rolex (individually, or in the aggregate): (i) Tag Rolex or one of the Tag Rolex Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag Rolex or any Tag Rolex Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag Rolex and the Tag Rolex Subsidiaries (the “Tag Rolex Leased Real Property”, and together with Tag Rolex Owned Real Property, collectively, the “Tag Rolex Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Rolex Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Rolex Real Property Lease” and collectively, the “Tag Rolex Real Property Leases”) are legal, valid and binding obligations of Tag Rolex and/or the applicable Tag Rolex Subsidiary (as the case may be) and, to the knowledge of TagRolex, each of the other parties thereto, enforceable in accordance with its terms against Tag Rolex and/or the applicable Tag Rolex Subsidiary (as the case may be), and in full force and effect, and (iii) neither Tag Rolex or any Tag Rolex Subsidiary, nor, to the knowledge of TagRolex, any third party to the applicable Tag Rolex Real Property Lease, is in breach or default under any such Tag Rolex Real Property Lease. (c) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag Rolex (individually, or in the aggregate): (i) there are no leases, subleases, licenses, concessions or other agreements of Tag Rolex or any Tag Rolex Subsidiary, written or oral, granting to any person or entity (other than Tag Rolex or any Tag Rolex Subsidiary) the right to use or occupy any portion of the Tag Rolex Real Property, and no person or entity (other than Tag Rolex or any Tag Rolex Subsidiary) is in possession of any portion of the Tag Rolex Real Property, and (ii) the portions of the Tag Rolex Real Property that Tag Rolex or any Tag Rolex Subsidiary is required to maintain are in good operating condition and repair, consistent with standards generally followed in the industry of Tag Rolex and the Tag Rolex Subsidiaries (ordinary wear and tear excepted), and are adequate and suitable for their present and intended uses.