Common use of Tangible Properties and Assets Clause in Contracts

Tangible Properties and Assets. (a) Except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal property, and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) E▇▇▇▇ Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by E▇▇▇▇ or any of its Subsidiaries. Except as set forth in E▇▇▇▇ Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer E▇▇▇▇ or one of its Subsidiaries the relevant Subsidiary has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and delinquent, (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset, and (iii) those described and reflected in the E▇▇▇▇ Financial Statements. (b) Buyer or one E▇▇▇▇ Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which E▇▇▇▇ or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer E▇▇▇▇ nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and and, to E▇▇▇▇’▇ Knowledge, no condition exists that would constitute a termination event or a material breach by Buyer Evans or any of its Subsidiaries of, or material default by Buyer E▇▇▇▇ or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyer’s E▇▇▇▇’▇ Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on E▇▇▇▇ Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to Buyer’s E▇▇▇▇’▇ Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer E▇▇▇▇ or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of Evans and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) LSBG Disclosure Schedule 3.25(a) sets forth a true, correct and complete list of all real property owned by LSBG or any of its Subsidiaries. Except as set forth in LSBG Disclosure Schedule 3.25(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer LSBG or one of its Subsidiaries has good, valid, good and clear record and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (b) Buyer or one LSBG Disclosure Schedule 3.25(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which LSBG or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer nor and, as of the date hereof, none of LSBG or any of its Subsidiaries has received a written notice of, and or otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer LSBG or any of its Subsidiaries of, or material default by Buyer LSBG or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerLSBG’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on LSBG Disclosure Schedule 3.25(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerLSBG’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer LSBG or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of LSBG and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) SWGB Disclosure Schedule 3.29(a) sets forth a true, correct and complete list of all real property owned by SWGB or each of its Subsidiaries. Except for properties and assets disposed of as set forth in the ordinary course of business SWGB Disclosure Schedule 3.29(a), SWGB or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with material to its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent delinquent, including without limitation Taxes not yet due and payable or due and payable but not yet delinquent, (ii) mechanics’, workmens’, repairmens’, warehousemens’, carriers’, or similar Liens incurred arising in the ordinary course Ordinary Course of business or imperfections of titleBusiness, (iii) any Liens imposed by applicable Law, (iv) easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extentrights of way, and do not materially detract from the value and do not materially interfere with the present use, occupancyother similar Liens of record, or operation (v) the rights to possession of certain space within the Owned Real Property as disclosed on SWGB Disclosure Schedule 3.29(a). There is no pending or, to SWGB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title nature with respect to all the real property (by name and location) owned by Buyer that SWGB or any of its Subsidiaries (the “Buyer Owned Real Property”)owns, free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, including a pending or threatened taking of any of such real property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the Owned Real Property set forth in SWGB Disclosure Schedule 3.29(a) in SWGB’s or its Subsidiaries’ possession, and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject, in SWGB’s or its Subsidiaries’ possession, have been furnished or made available to FBMS. (b) SWGB Disclosure Schedule 3.29(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which SWGB or any of its Subsidiaries uses or occupies or has the right to use or occupy, nor or in the future, Real Property (a “Lease” or the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer SWGB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There To SWGB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer SWGB or any of its Subsidiaries of, or material default by Buyer SWGB or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyer. To SWGB’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer SWGB and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending orTrue and complete copies of all Leases for, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds documentation evidencing a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of in, or other rights to use, the Buyer Leasesproperties listed in SWGB Disclosure Schedule 3.29(b), Buyer (have been furnished or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining made available to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect theretoFBMS.

Tangible Properties and Assets. (a) Except as set forth in BHB Disclosure Schedule 4.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer BHB or one of its Subsidiaries has good, valid, good and clear record and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) Leases of BHB is valid, binding, binding and in full force and effect and neither Buyer nor any and, as of its Subsidiaries the date hereof, BHB has not received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries BHB of, or material default by Buyer or any of its Subsidiaries BHB in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerBHB’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on BHB Disclosure Schedule 4.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerBHB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer BHB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of BHB and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Salisbury Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by Salisbury or any of its Subsidiaries. Except as set forth in Salisbury Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer Salisbury or one of its Subsidiaries the relevant Subsidiary has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and delinquent, (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset, and (iii) those described and reflected in the Salisbury Financial Statements. (b) Buyer or one Salisbury Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which Salisbury or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer Salisbury nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and and, to Salisbury’s Knowledge, no condition exists that would constitute a termination event or a material breach by Buyer Salisbury or any of its Subsidiaries of, or material default by Buyer Salisbury or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerSalisbury’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on Salisbury Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerSalisbury’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer Salisbury or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of Salisbury and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Seller Disclosure Schedule 3.30(a) sets forth a true, correct, and complete list of all real property owned by Seller and each of its Subsidiaries. Except for properties and assets disposed of as set forth in the ordinary course of business Seller Disclosure Schedule 3.30(a), Seller or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property, and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent delinquent, and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extentrights of way, and other similar Liens that do not materially detract from affect the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion use of the Buyer Owned Real Property is properties or assets subject to any right of first offer thereto or right of first refusal affected thereby or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in materially impair business operations at such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoingproperties. There is no pending or, to BuyerSeller’s Knowledge, threatened legal, administrative, arbitral arbitral, or other proceeding, claim, action, action or governmental or regulatory investigation of any nature with respect to the real property that Buyer Seller or any of its Subsidiaries uses owns, uses, or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. (b) Seller Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses, and other agreements under which Seller or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Buyer Each of the Leases is valid, binding and in full force and effect and neither Seller nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of, any, default or termination with respect to any Lease. To Seller’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by Seller or any of its Subsidiaries of, or default by Seller or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To Seller’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in such Lease. Seller and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending orTrue and complete copies of all Leases for, to the Knowledge or other documentation evidencing ownership of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of in, the Buyer Leasesproperties listed in Seller Disclosure Schedule 3.30(b), Buyer (have been furnished or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining made available to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect theretoBuyer.

Tangible Properties and Assets. (a) Except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal property, and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each Neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, material default with respect to any of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, material default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to To Buyer’s Knowledge, there is no pending or threatened in writing legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the futureReal Property, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There To Buyer’s Knowledge, there are no material pending or, to the Knowledge of ▇▇▇▇▇, or threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Except for properties Schedule 3.29(a) sets forth a true, correct and assets disposed complete list of in the ordinary course of business or as permitted all real property owned by this Agreement, Buyer or one TB and each of its Subsidiaries (including OREO). Except as set forth on Schedule 3.29(a), TB or its Subsidiaries has good, valid, good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property (including OREO), personal property, property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent delinquent, and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extentrights of way, and other similar Liens that do not materially detract from affect the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion use of the Buyer Owned Real Property is properties or assets subject to any right of first offer thereto or right of first refusal affected thereby or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in materially impair business operations at such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoingproperties. There is no pending or, to BuyerTB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature with respect to the real property that Buyer TB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth on Schedule 3.29(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFC. (b) Schedule 3.29(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which TB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither TB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. To TB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by TB or any of its Subsidiaries of, or default by TB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To TB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. TB and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There True and complete copies of all Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed on Schedule 3.29(b), have been furnished or made available to BFC. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are no material pending or, to in good condition and repair (normal wear and tear excepted) and sufficient for the Knowledge operation of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer the business of TB and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect theretoSubsidiaries.

Tangible Properties and Assets. (a) Northmark Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by Northmark or any of its Subsidiaries. Except as set forth in Northmark Disclosure Schedule 3.23(a), and except for properties and assets either held as OREO, disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one each of Northmark and its Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, extent and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (b) Buyer or one Northmark Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which Northmark or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer nor and, as of the date hereof, none of Northmark or any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer Northmark or any of its Subsidiaries of, or material default by Buyer Northmark or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer LeaseLease and, and to BuyerNorthmark’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, and Buyer (. There are no amounts payable to Northmark or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoingits Subsidiaries under any sublease that are past due. There Except as set forth on Northmark Disclosure Schedule 3.23(b), there is no pending or, to BuyerNorthmark’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer Northmark or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of Northmark and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Centre Disclosure Schedule 3.30(a) sets forth a true, correct and complete list of all real property owned by Centre and each of its Subsidiaries. Except for properties and assets disposed of as set forth in the ordinary course of business Centre Disclosure Schedule 3.30(a), Centre or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent delinquent, and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extentrights of way, and other similar Liens that do not materially detract from affect the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion use of the Buyer Owned Real Property is properties or assets subject to any right of first offer thereto or right of first refusal affected thereby or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in materially impair business operations at such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoingproperties. There is no pending or, to BuyerCentre’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature with respect to the real property that Buyer Centre or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in Centre Disclosure Schedule 3.30(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to BFC. (b) Centre Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which Centre or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Centre nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease. To Centre’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by Centre or any of its Subsidiaries of, or default by Centre or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To Centre’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease. Centre and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There True and complete copies of all Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in Centre Disclosure Schedule 3.30(b), have been furnished or made available to BFC. (c) All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are no material pending or, to in good condition and repair (normal wear and tear excepted) and sufficient for the Knowledge operation of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer the business of Centre and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect theretoSubsidiaries.

Tangible Properties and Assets. (a) Section 3.16(a) of the Progress Disclosure Schedule sets forth a true, correct and complete list of all real property owned by Progress or any Progress Subsidiary. Except as set forth in Section 3.16(a) of the Progress Disclosure Schedule, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one each of its Subsidiaries Progress and the Progress Subsidiaries, has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (ia) statutory Liens for amounts not yet delinquent delinquent, and (iib) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of of, any material asset. (b) Buyer or one Section 3.16(b) of its Subsidiaries (a) has good recordthe Progress Disclosure Schedule sets forth a true, insurable correct and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear complete schedule of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or and other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer each of Progress and the Progress Subsidiaries with respect to its business uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with "Leases"). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and in all material respects according to its terms and, as of the date hereof, neither Buyer Progress nor any of its Subsidiaries Progress Subsidiary has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Leaseof the Leases. There has not occurred any event and no condition exists that that, would constitute a termination event or a material breach by Buyer Progress or any of its Subsidiaries Progress Subsidiary of, or material default by Buyer Progress or any of its Subsidiaries Progress Subsidiary in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyer’s KnowledgeKnowledge of Progress, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, . Progress and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Progress Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has have paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Seller Disclosure Schedule 3.30(a) sets forth a true, correct, and complete list of all real property owned by Seller and each of its Subsidiaries. Except for properties and assets disposed of as set forth in the ordinary course of business Seller Disclosure Schedule 3.30(a), Seller or as permitted by this Agreement, Buyer or one of its Subsidiaries has good, valid, good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property, and other assets (tangible or intangible), used, occupied, and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent delinquent, and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extentrights of way, and other similar Liens that do not materially detract from affect the value and do not materially interfere with the present use, occupancy, or operation of any material asset. (b) Buyer or one of its Subsidiaries (a) has good record, insurable and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion use of the Buyer Owned Real Property is properties or assets subject to any right of first offer thereto or right of first refusal affected thereby or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with the Buyer Owned Real Property, the “Buyer Real Property”) is valid, binding, and in full force and effect and neither Buyer nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries in, the performance of any covenant, agreement, or condition contained in any Buyer Lease, and to Buyer’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in materially impair business operations at such Buyer Lease, and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoingproperties. There is no pending or, to BuyerSeller’s Knowledge, threatened legal, administrative, arbitral arbitral, or other proceeding, claim, action, action or governmental or regulatory investigation of any nature with respect to the real property that Buyer Seller or any of its Subsidiaries uses owns, uses, or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer (b) Seller Disclosure Schedule 3.30(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses, and other agreements under which Seller or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Leases is valid, binding and in full force and effect and neither Seller nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of, any, default or termination with respect to any Lease. To Seller’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by Seller or any of its Subsidiaries of, or default by Seller or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To Seller’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement, or condition contained in such Lease. Seller and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending orTrue and complete copies of all Leases for, to the Knowledge or other documentation evidencing ownership of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liensin, the properties listed in Seller Disclosure Schedule 3.30(b), have been furnished or made available to Buyer. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.Section 3.31

Tangible Properties and Assets. (a) ESSA Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by ESSA or any of its Subsidiaries. Except as set forth in ESSA Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer ESSA or one of its Subsidiaries the relevant Subsidiary has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and delinquent, (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset, and (iii) those described and reflected in the ESSA Financial Statements. (b) Buyer or one ESSA Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which ESSA or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer ESSA nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and and, to ESSA’s Knowledge, no condition exists that would constitute a termination event or a material breach by Buyer ESSA or any of its Subsidiaries of, or material default by Buyer ESSA or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerESSA’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on ESSA Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerESSA’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer ESSA or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of ESSA and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) Wellesley Disclosure Schedule 3.24(a) sets forth a true, correct and complete list of all real property owned by Wellesley or any of its Subsidiaries. Except as set forth in Wellesley Disclosure Schedule 3.24(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer Wellesley or one any of its Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (b) Buyer or one Wellesley Disclosure Schedule 3.24(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which Wellesley or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer nor and, as of the date hereof, none of Wellesley or any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and and, to Wellesley’s Knowledge, no condition exists that would constitute a termination event or a material breach by Buyer Wellesley or any of its Subsidiaries of, or material default by Buyer Wellesley or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerWellesley’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on Wellesley Disclosure Schedule 3.24(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerWellesley’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer Wellesley or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of Wellesley and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (ai) Section 5.01(v)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property owned by the Company or any Company Subsidiary. Except as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one each of its the Company and the Company Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (iA) statutory Liens for amounts not yet delinquent and (iiB) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (bii) Buyer or one Section 5.01(v)(ii) of its Subsidiaries (a) has good recordthe Company Disclosure Schedule sets forth a true, insurable correct and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear complete schedule of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or and other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer each of the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer the Company nor any of its Subsidiaries Company Subsidiary has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer the Company or any of its Subsidiaries Company Subsidiary of, or material default by Buyer the Company or any of its Subsidiaries Company Subsidiary in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyerthe Company’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, . The Company and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has have paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) CBBC Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by CBBC or any of its Subsidiaries. Except as set forth in CBBC Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer CBBC or one any of its Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal material real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and or which are being contested in good faith; (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material assetasset or which are being contested in good faith; and (iii) Liens which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the FHLB of New York and Atlantic Community Bankers Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by CBBC or a CBBC Subsidiary acting in a fiduciary capacity. (b) Buyer or one CBBC Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which CBBC or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer nor and, as of the date hereof, none of CBBC or any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer CBBC or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries CBBC in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerCBBC’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on CBBC Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerCBBC’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer CBBC or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of CBBC and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) EBNJ Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by EBNJ or any of its Subsidiaries. Except as set forth in EBNJ Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer EBNJ or one any of its Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (b) Buyer or one EBNJ Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which EBNJ or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and neither Buyer nor and, as of the date hereof, none of EBNJ or any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer EBNJ or any of its Subsidiaries of, or material default by Buyer or any of its Subsidiaries EBNJ in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to BuyerEBNJ’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on EBNJ Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to BuyerEBNJ’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer EBNJ or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of EBNJ and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (ai) Section 5.01(v)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property owned by the Company or any Company Subsidiary. Except as set forth in Section 5.01(v)(i) of the Company Disclosure Schedule, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one each of its the Company and the Company Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (iA) statutory Liens for amounts not yet delinquent and (iiB) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (bii) Buyer or one Section 5.01(v)(ii) of its Subsidiaries (a) has good recordthe Company Disclosure Schedule sets forth a true, insurable correct and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear complete schedule of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or and other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer each of the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer the Company nor any of its Subsidiaries Company Subsidiary has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer of any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer the Company or any of its Subsidiaries Company Subsidiary of, or material default by Buyer the Company or any of its Subsidiaries Company Subsidiary in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyerthe Company’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, . The Company and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has have paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (ai) Section 5.01(w)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property owned by the Company or any Company Subsidiary. Except as set forth in Section 5.01(w)(i) of the Company Disclosure Schedule, and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer or one each of its the Company and the Company Subsidiaries has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (iA) statutory Liens for amounts not yet delinquent and (iiB) Liens incurred in the ordinary course of business or imperfections of title, easements, and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset. (bii) Buyer or one Section 5.01(w)(ii) of its Subsidiaries (a) has good recordthe Company Disclosure Schedule sets forth a true, insurable correct and marketable title to all real property (by name and location) owned by Buyer or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear complete schedule of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or and other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer each of the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” Leases”). Each of the Leases is a valid and together with binding obligation of the Buyer Owned Real Property, the “Buyer Real Property”) Company or its applicable Subsidiary and is valid, binding, and in full force and effect and and, as of the date hereof, neither Buyer the Company nor any of its Subsidiaries Company Subsidiary has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer of any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by Buyer the Company or any of its Subsidiaries Company Subsidiary of, or material default by Buyer the Company or any of its Subsidiaries Company Subsidiary in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyerthe Company’s Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease, . The Company and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There is no pending or, to Buyer’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, or governmental or regulatory investigation of any nature with respect to the real property that Buyer or any of its Company Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any real property by eminent domain. Buyer and each of its Subsidiaries has have paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.

Tangible Properties and Assets. (a) ▇▇▇▇▇ Disclosure Schedule 3.23(a) sets forth a true, correct and complete list of all real property owned by ▇▇▇▇▇ or any of its Subsidiaries. Except as set forth in ▇▇▇▇▇ Disclosure Schedule 3.23(a), and except for properties and assets disposed of in the ordinary course of business or as permitted by this Agreement, Buyer ▇▇▇▇▇ or one of its Subsidiaries the relevant Subsidiary has good, valid, and marketable good title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the personal real property, personal property and other assets (tangible or intangible), used, occupied, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent and delinquent, (ii) Liens incurred in the ordinary course of business or imperfections of title, easements, easements and encumbrances, if any, that, individually and in the aggregate, are not material in character, amount or extent, and do not materially detract from the value and do not materially interfere with the present use, occupancy, occupancy or operation of any material asset, and (iii) those described and reflected in the ▇▇▇▇▇ Financial Statements. (b) Buyer or one ▇▇▇▇▇ Disclosure Schedule 3.23(b) sets forth a true, correct and complete schedule of its Subsidiaries (a) has good recordall leases, insurable subleases, licenses and marketable title to all real property (by name and location) owned by Buyer other agreements under which ▇▇▇▇▇ or any of its Subsidiaries (the “Buyer Owned Real Property”), free and clear of all material Liens, except for Permitted Liens. Buyer (or its applicable Subsidiary) has an existing owner’s title insurance policy for each property constituting the Buyer Owned Real Property insuring said owner’s title to such property free and clear of all liens except ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and has disclosed such policies to Company prior to the date hereof. No portion of the Buyer Owned Real Property is subject to any right of first offer or right of first refusal or any other option to purchase said Buyer Owned Real Property. (c) Each of the leases, subleases, licenses or other agreements entered into by Buyer (the “Buyer Leases”) under which Buyer uses or occupies or has the right to use or occupy, now or in the future, real property (the “Buyer Leased Real Property,” and together with Leases”). Each of the Buyer Owned Real Property, the “Buyer Real Property”) Leases is valid, binding, binding and in full force and effect and and, as of the date hereof, neither Buyer ▇▇▇▇▇ nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Buyer Lease. There has not occurred any event and and, to ▇▇▇▇▇’▇ Knowledge, no condition exists that would constitute a termination event or a material breach by Buyer Evans or any of its Subsidiaries of, or material default by Buyer ▇▇▇▇▇ or any of its Subsidiaries in, the performance of any covenant, agreement, agreement or condition contained in any Buyer Lease, and to Buyer’s ▇▇▇▇▇’▇ Knowledge, no lessor under a Buyer Lease is in material breach or default in the performance of any material covenant, agreement, agreement or condition contained in such Buyer Lease. Except as set forth on ▇▇▇▇▇ Disclosure Schedule 3.23(b), and Buyer (or its applicable Subsidiary) has not received written notice from any landlord alleging any of the foregoing. There there is no pending or, to Buyer’s ▇▇▇▇▇’▇ Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action, action or governmental or regulatory investigation of any nature by any Governmental Authority with respect to the real property that Buyer ▇▇▇▇▇ or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, including without limitation a pending or threatened taking of any of such real property by eminent domain. Buyer Each of Evans and each of its Subsidiaries has paid all rents and other charges to the extent due under the Buyer Leases. There are no material pending or, to the Knowledge of ▇▇▇▇▇, threatened condemnation proceedings against any Buyer Real Property. The Buyer Leases constitute all leases in which Buyer and its Subsidiaries has any interest in as lessee, sublessee or sub-licensee in any real property. The Buyer Leases are legal, valid, binding upon Buyer (or its Subsidiary, as applicable) and, to the Knowledge of Buyer, all other parties thereto, enforceable, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general principles of equity, and in full force and effect and have not been modified or amended, and Buyer (or its applicable Subsidiary) holds a valid and existing leasehold interest under such leases free and clear of any liens except for Permitted Liens. To each of the Buyer Leases, Buyer (or its applicable Subsidiary) has not exercised or given any notice of exercise of any option, right of first offer or right of first refusal contained in any of the Buyer Leases, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, “Buyer Lease Options”). Buyer (or its applicable Subsidiary) has the full right to exercise any Buyer Lease Options contained in the Buyer Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of such options with respect thereto.