Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. (a) Sterling, Sterling Bank and the Sterling Subsidiaries have good title, and as to owned real property have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off in the ordinary course of business since September 30, 2009), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank or incurred in the ordinary course of business after September 30, 2009, (ii) statutory liens for amounts not yet delinquent or that are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations. All of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.14(a), Sterling Bank Company and the Sterling its Subsidiaries have good title, and as to owned real property property, have good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or carried under any of their names on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank Company or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092005), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank Company or incurred in the ordinary course of business after September 30December 31, 2009, 2005 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith. Company, or each Company Subsidiary, as applicable, has valid leasehold interests to all assets and (iii) properties, real or personal, tangible or intangible, reflected as leased or subleased by Company or any of its Subsidiaries, free and clear of all liens, encumbrances, mortgages, security interests, pledgesrestrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims and title imperfections that are not reflected in the aggregate material to Sterling Financial Statements of Company or incurred in the ordinary course of business after December 31, 2005 and its subsidiaries on a consolidated basis(ii) statutory liens for amounts not yet delinquent or which are being contested in good faith. (b) All Except as set forth in Disclosure Schedule 3.14(b), all agreements pursuant to which Sterling, Sterling Bank Company or any Sterling Subsidiary of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective termsterms against the Company or Company Subsidiary party thereto (subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity) and, to the Company’s Knowledge, against the other parties thereto and none of the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party to any such lease or license, is in breach or default, in any material respect, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.14(b), except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling Company and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and lessor or sublessor) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (ci) All of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank Company or any Sterling Subsidiary of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank Company or any Sterling Subsidiary of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.13(a), Sterling Bank FCB and the Sterling each of its Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank FCB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092008), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank FCB or incurred in the ordinary course of business after September 30December 31, 2009, 2008 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in Disclosure Schedule 3.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary FCB and each of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.13(b), except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling FCB and each of its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary FCB and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary FCB and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in EVBS Schedule 4.13(a), Sterling Bank EVBS and each of the Sterling EVBS Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank EVBS or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092008), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank EVBS or incurred in the ordinary course of business after September 30December 31, 2009, 2008 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in EVBS Schedule 4.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary EVBS and each of the EVBS Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in EVBS Schedule 4.13(b), except for defaults that individually or in EVBS and each of the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling EVBS Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary EVBS and each of the EVBS Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary EVBS and each of the EVBS Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.13(a), Sterling Bank GFH and the Sterling each of its Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank GFH or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September June 30, 20092008), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank GFH or incurred in the ordinary course of business after September June 30, 2009, 2008 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in Disclosure Schedule 3.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary GFH and each of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.13(b), except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling GFH and each of its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary GFH and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary GFH and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank and the Sterling Subsidiaries have Bancorp has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Bancorp Financial Statements of Sterling or the Financial Bancorp Regulatory Reports of Sterling Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092003), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsLiens, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Liens reflected in the Bancorp Financial Statements of Sterling and the Financial Bancorp Regulatory Reports of Sterling Bank or incurred in the ordinary course of business after September 30, 2009Reports, (ii) statutory liens Liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections Liens that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basisthe Condition of Bancorp. (b) All agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary Bancorp leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that which, individually or in the aggregate aggregate, would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basisBancorp. Sterling, Sterling Bank and the Sterling Subsidiaries Bancorp shall have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liensLiens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of lawTime. (c) All Except as set forth in Schedule 4.13(c), (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Bancorp are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Bancorp are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank and the Sterling Subsidiaries have good Advantage has marketable title, and as to owned real property have property, has marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling Advantage or the Financial Regulatory Reports of Sterling Bank Advantage or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092002), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling Advantage and the Financial Regulatory Reports of Sterling Bank Advantage or incurred in the ordinary course of business after September 30December 31, 20092004, (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basisthe Condition of Advantage. (b) All agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary Advantage leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that which individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basisthe Condition of Advantage. Sterling, Sterling Bank and the Sterling Subsidiaries have Advantage has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling on Schedule 3.13(b), Roma or one of its subsidiaries Sun shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All Except as set forth in Schedule 3.13(c), (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Advantage are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Advantage are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.13(a), Sterling Bank and the Sterling Subsidiaries have Albemarle First has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank Albemarle First or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30, 20092005), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank Albemarle First or incurred in the ordinary course of business after September 30, 2009, 2005 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in Disclosure Schedule 3.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary Albemarle First leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.13(b), except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have Albemarle First has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Albemarle First are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary Albemarle First are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank The Company and the Sterling Company Subsidiaries have good title, and as to owned real property have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling the Company or the Financial Regulatory Reports of Sterling Bank the Company or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off in the ordinary course of business since September 30December 31, 20092022), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsLiens, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Liens reflected in the Financial Statements of Sterling the Company and the Financial Regulatory Reports of Sterling Bank the Company or incurred in the ordinary course of business after September 30December 31, 20092022, (ii) statutory liens Liens for amounts not yet delinquent or that are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims Liens and title imperfections that are not in the aggregate material to Sterling the Company and its subsidiaries on a consolidated basis. (b) All agreements pursuant to which Sterling, Sterling Bank the Company or any Sterling Company Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling the Company and its subsidiaries on a consolidated basis. Sterling, Sterling Bank The Company and the Sterling Company Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liensLiens, claims or encumbrances (other than the rights of the lessor), and as of the Effective Time of the Merger, and, except as set forth in Sterling the Company Disclosure Schedule 3.13(b), Roma Parent or one of its subsidiaries shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank the Company or any Sterling Company Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations. All of the material personal properties owned, leased or subleased by Sterling, Sterling Bank the Company or any Sterling Company Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank SE Corp and the Sterling Subsidiaries its subsidiaries have good and marketable title, and as to owned real property property, have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling SE Corp or the Financial Regulatory Reports of Sterling SE Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30October 31, 20092010), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claimsEncumbrances, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims Encumbrances reflected in the Financial Statements of Sterling SE Corp and the Financial Regulatory Reports of Sterling SE Bank or incurred in the ordinary course of business after September 30October 31, 20092010, (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, (iii) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, or any transaction by SE Corp or one of its subsidiaries acting in a fiduciary capacity, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and Encumbrances or title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis.the financial condition, results of operations, business or prospects of SE Corp. (b) All material agreements pursuant to which Sterling, Sterling Bank SE Corp or any Sterling Subsidiary of its subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which, with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that which, individually or in the aggregate aggregate, would not have a Material Adverse Effect on Sterling and SE Corp. SE Corp or its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have has all right, title and interest as a lessee under the terms of each material lease or sublease, free and clear of all liens, claims or encumbrances Encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling on Schedule 3.13(b), Roma or one of its subsidiaries shall have the right to assume each there is no written restriction contained in any lease or sublease for real property prohibiting Beneficial from assuming such leases. Neither SE Corp nor any SE Corp subsidiary is a party to any Contract pursuant to this Agreement and by operation which it has securitized any of lawits assets. (c) All Except as set forth in Schedule 3.13(c), (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary SE Corp and its subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank SE Corp or any Sterling Subsidiary its subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in DISCLOSURE SCHEDULE 3.13(A), Sterling the Bank and the Sterling Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by it or carried under its name on the Financial Statements of Sterling the Bank or the Financial Regulatory Call Reports of Sterling the Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20091997), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling the Bank, and the Financial Regulatory Call Reports of Sterling the Bank or incurred in the ordinary course of business after September 30December 31, 20091997, (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are would not in the aggregate material to Sterling and its subsidiaries have a Material Adverse Effect on a consolidated basisthe Bank. (b) All agreements pursuant to which Sterling, Sterling the Bank or any Sterling Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and there except that the availability of the equitable remedies of specific performance or injunctive relief is notsubject to the discretion of the court before which any proceedings may be brought). Except as set forth in DISCLOSURE SCHEDULE 3.13(B), under any of such leases or licenses, any existing default or event of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate owned, acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling the Bank or any Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling the Bank or any Sterling Subsidiary are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in HRB Schedule 4.13(a), Sterling Bank HRB and each of the Sterling HRB Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank HRB or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September June 30, 20092008), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank HRB or incurred in the ordinary course of business after September June 30, 2009, 2008 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in HRB Schedule 4.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in HRB Schedule 4.13(b), except for defaults that individually or in HRB and each of the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling HRB Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank UpState and the Sterling UpState Subsidiaries have good and marketable title, and as to owned real property property, have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling UpState or the Financial Regulatory Reports of Sterling USNY Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092016), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling UpState and the Financial Regulatory Reports of Sterling USNY Bank or incurred in the ordinary course of business after September 30December 31, 20092016, (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basisthe financial condition, results of operations, business or prospects of UpState. (b) All agreements pursuant to which Sterling, Sterling Bank UpState or any Sterling Subsidiary of the UpState Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that which individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basisUpState. Sterling, Sterling Bank and UpState or one of the Sterling UpState Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling on Schedule 3.13(b), Roma or one of its subsidiaries ▇▇▇▇▇▇▇ shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All Except as set forth in Schedule 3.13(c), (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary UpState and the UpState Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank UpState or any Sterling Subsidiary the UpState Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in HRB Schedule 4.13(a), Sterling Bank HRB and each of the Sterling HRB Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank HRB or acquired subsequent thereto (except to the extent e xtent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September June 30, 20092008), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank HRB or incurred in the ordinary course of business after September June 30, 2009, 2008 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in HRB Schedule 4.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in HRB Schedule 4.13(b), except for defaults that individually or in HRB and each of the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling HRB Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary HRB and each of the HRB Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.13(a), Sterling Bank SFC and the Sterling each of its Subsidiaries have has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under its name on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank SFC or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30, 20092007), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank SFC or incurred in the ordinary course of business after September 30, 2009, 2007 and (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries on a consolidated basis. (b) All Except as set forth in Disclosure Schedule 3.13(b), all agreements pursuant to which Sterling, Sterling Bank or any Sterling Subsidiary SFC and each of its Subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance. Except as set forth in Disclosure Schedule 3.13(b), except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling SFC and each of its subsidiaries on a consolidated basis. Sterling, Sterling Bank and the Sterling Subsidiaries have has all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary SFC and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by Sterling, Sterling Bank or any Sterling Subsidiary SFC and each of its Subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) SterlingExcept as set forth in Disclosure Schedule 3.13(a), Sterling each of CENIT, CENIT Bank and the Sterling Subsidiaries have their respective subsidiaries has good title, and as to owned real property have property, has good and marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned by or leased or subleased by or carried under the name of any of them on the Financial Statements of Sterling CENIT or the Thrift Financial Regulatory Reports of Sterling CENIT Bank or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off value in the ordinary course of business since September 30December 31, 20092000), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling CENIT and the Thrift Financial Regulatory Reports of Sterling CENIT Bank or incurred in the ordinary course of business after September 30December 31, 20092000, (ii) statutory liens for amounts not yet delinquent or that which are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling and its subsidiaries the Condition of CENIT on a consolidated basis. (b) All agreements pursuant to which SterlingCENIT, Sterling CENIT Bank or any Sterling Subsidiary of their respective subsidiaries leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and to the knowledge of CENIT, CENIT Bank or any CENIT subsidiary there is not, under any of such leases or licenses, any existing default or event of default, or any event that which with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that which individually or in the aggregate would not have a Material Adverse Effect on Sterling and its subsidiaries the Condition of CENIT on a consolidated basis. SterlingExcept as set forth in Disclosure Schedule 3.13(b), Sterling CENIT, CENIT Bank and the Sterling Subsidiaries their respective subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and ) as of the Effective Time of the Merger, and, except as set forth in Sterling Schedule 3.13(b), Roma or one of its subsidiaries and shall have the right to assume transfer each lease or sublease pursuant to this Agreement and by operation of lawAgreement. (c) All Other than real estate that was acquired by foreclosure or voluntary deed in lieu of foreclosure (i) all of the buildings, structures and fixtures owned, leased or subleased by SterlingCENIT, Sterling CENIT Bank or any Sterling Subsidiary and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere in any material respect with the continued use thereof in the conduct of normal operations. All , and (ii) all of the material personal properties owned, leased or subleased by SterlingCENIT, Sterling CENIT Bank or any Sterling Subsidiary and their respective subsidiaries are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that which do not interfere in any material respect with the continued use thereof in the conduct of normal operations.

Title and Related Matters. (a) Sterling, Sterling Bank ▇▇▇▇ and the Sterling Subsidiaries ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ have good title, and as to owned real property have marketable title in fee simple absolute, to all assets and properties, real or personal, tangible or intangible, reflected as owned on the Financial Statements of Sterling or the Financial Regulatory Reports of Sterling Bank ▇▇▇▇ or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value, collected or written off in the ordinary course of business since September 30, 2009business), free and clear of all liens, encumbrances, mortgages, security interests, restrictions, pledges or claims, except for (i) those liens, encumbrances, mortgages, security interests, restrictions, pledges or claims reflected in the Financial Statements of Sterling and the Financial Regulatory Reports of Sterling Bank ▇▇▇▇ or incurred in the ordinary course of business after September June 30, 20092022, (ii) statutory liens for amounts not yet delinquent or that are being contested in good faith, and (iii) liens, encumbrances, mortgages, security interests, pledges, claims and title imperfections that are not in the aggregate material to Sterling Noah and its subsidiaries on a consolidated basis. (b) All agreements pursuant to which Sterling, Sterling Bank Noah or any Sterling Noah Subsidiary leases, subleases or licenses material real or material personal properties from others are valid, binding and enforceable in accordance with their respective terms, and there is not, under any of such leases or licenses, any existing default or event of default, or any event that with notice or lapse of time, or both, would constitute a default or force majeure, or provide the basis for any other claim of excusable delay or nonperformance, except for defaults that individually or in the aggregate would not have a Material Adverse Effect on Sterling Noah and its subsidiaries on a consolidated basis. Sterling, Sterling Bank ▇▇▇▇ and the Sterling Noah Subsidiaries have all right, title and interest as a lessee under the terms of each lease or sublease, free and clear of all liens, claims or encumbrances (other than the rights of the lessor), and as of the Effective Time of the Merger, and, except as set forth in Sterling Noah Disclosure Schedule 3.13(b), Roma TBOP or one of its subsidiaries shall have the right to assume each lease or sublease pursuant to this Agreement and by operation of law. (c) All of the buildings, structures and fixtures owned, leased or subleased by Sterling, Sterling Bank ▇▇▇▇ or any Sterling Subsidiary ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations. All of the material personal properties owned, leased or subleased by Sterling, Sterling Bank ▇▇▇▇ or any Sterling Subsidiary ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are in good operating condition and repair, subject only to ordinary wear and tear and/or minor defects that do not interfere with the continued use thereof in the conduct of normal operations.