Common use of Title to Assets; Real Property Clause in Contracts

Title to Assets; Real Property. (a) HSB Disclosure Schedule 3.14(a) sets forth a true, correct and complete list of all real property owned by HSB or any of its Subsidiaries. Except as set forth on HSB Disclosure Schedule 3.14(a), HSB or a Subsidiary of HSB has good, valid 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 Permitted Liens. Except as set forth on HSB Disclosure Schedule 3.14(a), there is no pending or, to HSB’s Knowledge, threatened material legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HSB or any of its Subsidiaries owns, 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 real properties set forth on HSB Disclosure Schedule 3.14(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 ABCB. (b) HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements under which HSB 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 HSB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, termination or material default with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HSB or any of its Subsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HSB’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. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCB. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HSB and its Subsidiaries, except where such condition has not had, and is not reasonably likely to have, a Material Adverse Effect on HSB or any of its Subsidiaries.

Title to Assets; Real Property. Except as expressly set forth herein, the Owned Real Property shall be conveyed at the Closing subject to the Permitted Encumbrances in its AS-IS WHERE IS CONDITION AND WITH ALL FAULTS. SELLERS DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE REAL PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. (a) HSB Disclosure Schedule 3.14(a) sets forth a true, correct and complete list of all real property owned by HSB or any of its Subsidiaries. Except as set forth on HSB in Section 3.10(a) of the Disclosure Schedule 3.14(a)Schedules, HSB the Company or a Subsidiary of HSB Subsidiary, as applicable, has goodvalid, valid and marketable insurable fee simple title to, or a valid leasehold interests in or otherwise legally enforceable rights to use interest in, all of the real property, Real Property and tangible personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date. (tangible or intangibleb) Except as set forth in Section 3.10(b) of the Disclosure Schedules, the Real Property and buildings, fixtures and improvements thereon are in commercially reasonable operating condition and are, to the Sellers’ Knowledge, without structural defects, and all mechanical and other systems located thereon are in commercially reasonable operating condition (reasonable wear and tear excepted), usedand, occupied to the Sellers’ Knowledge, no condition exists requiring material repairs, alterations or corrections, except for ordinary, routine maintenance and operated repairs that are not material in nature or held for use by it cost. All business licenses, and, without limitation, all other licenses and permits required in connection with the use or occupancy of the Real Property have been obtained and are in effect. Neither the Company nor any of its business Subsidiaries has received any written notice of, and to the Sellers’ Knowledge, there are no (i) violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to have a Material Adverse Effect. Neither the whole nor any material portion of any of the Real Property has been damaged or destroyed by fire or other casualty during the Company’s or any Subsidiary’s ownership or occupancy thereof, as presently conducted, in each case, the case may be. All such properties and assets (including leasehold interests) are free and clear of any Lien, Encumbrances except for the following (collectively referred to as “Permitted Liens. Except as Encumbrances”): (i) easements, rights of way and other similar matters of record, any matter that would be reflected by an accurate ALTA/ACSM survey of the Real Property and those matters set forth on HSB in Section 3.10(b) of the Disclosure Schedule 3.14(a), there is no pending or, Schedules affecting title to HSB’s Knowledge, threatened material legal, administrative, arbitral but not adversely affecting current occupancy or other proceeding, claim, action use of the Real Property owned or governmental or regulatory investigation of any nature with respect to occupied by the real property that HSB Company or any of its Subsidiaries ownsin any material respect; (ii) Encumbrances for Taxes not yet due and payable or being contested in good faith by appropriate procedures; provided, uses however, that any Taxes that are being contested in good faith by appropriate procedures are set forth in Section 3.10(b) of the Disclosure Schedules; (iii) mechanics, carriers’, workmen’s, repairmen’s or occupies other like Encumbrances arising or has the right to use or occupy, now or incurred in the futureordinary course of business for obligations not yet due and payable; (iv) zoning ordinances which are not violated in any material respect by the current use and operation of the Real Property owned or occupied by the Company or any of its Subsidiaries (including legal, non-conforming uses and matters); or (v) other than with respect to owned Real Property, Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business. (c) Section 3.10(c) of the Disclosure Schedules lists: (i) the street address of each parcel of owned Real Property (the “Owned Real Property”); (ii) the street address of each parcel of leased Real Property (the “Leased Real Property”); and (iii) as of the date hereof, all leases and subleases for each parcel of leased Real Property (collectively, “Leases”), including a pending or threatened taking the identification of the lessee and lessor (and, in the case of any of such real property by eminent domainsublease, the sublessee and sublessor) thereunder. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth on HSB Disclosure Schedule 3.14(a), The Company has delivered to Buyer true 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 ABCBLeases. (bd) HSB With respect to the Owned Real Property, except as set forth in Section 3.10(d) of the Disclosure Schedule 3.14(bSchedules: (i) sets forth a truethere are no unrecorded outstanding options, correct and complete list rights of all leasesfirst offer or rights of first refusal or other similar Contracts or rights to purchase the Owned Real Property, subleasesor any portion thereof or interest therein. Since the acquisition thereof, licenses and other agreements under which HSB or neither the Company nor any of its Subsidiaries uses has transferred any air, mineral or occupies development rights relating to the Owned Real Property; (ii) the Owned Real Property has vehicular access to public streets; (iii) there are no leases, occupancies, tenancies, licenses or subleases encumbering any portion of the Owned Real Property; (iv) all utility services required for the current operation of the business of the Company and each of its Subsidiaries, including electric, gas, water, storm and sanitary sewer, currently serve the Owned Real Property; and (v) neither the Company, any of its Subsidiaries nor any Seller has received any written notice from any insurance company that has issued a policy with respect to the right Owned Real Property requiring performance of any structural or other repairs or alterations to use or occupythe Owned Real Property. (e) With respect to the Leased Real Property, now or except as set forth in Section 3.10(e) of the futureDisclosure Schedules: (i) to the Sellers’ Knowledge, real property (the “Leases”). Each each of the Leases is legal, valid, binding binding, enforceable (subject to the General Enforceability Exceptions) and in full force and effect and the Company or one or more of its Subsidiaries, as applicable, has paid all rent and other charges when due under the Leases; (ii) to the Sellers’ Knowledge, no action has been taken or omitted by the Company or any of its Subsidiaries and, to the Knowledge of the Sellers, no other event has occurred or condition exists, that constitutes, or after notice or lapse of time or both would reasonably be expected to constitute, a default under any Lease by any party; (iii) neither HSB the Company nor any of its Subsidiaries has received subleased, assigned or otherwise granted to any Person the right to use or occupy any of the Leased Real Property or any portion thereof, other than to the Company or a written notice ofSubsidiary, nor has the Company nor any of its Subsidiaries pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any of the Leased Property; and (iv) no construction activities in excess of $50,000 have occurred with respect to the Owned Real Property within the six (6) months immediately preceding the Closing Date and otherwise has no Knowledge of any, termination or material default all amounts owed with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HSB or any of its Subsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HSB’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 construction activities completed before such Lease. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases six (6)-month period have been furnished or made available to ABCBpaid in full. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HSB and its Subsidiaries, except where such condition has not had, and is not reasonably likely to have, a Material Adverse Effect on HSB or any of its Subsidiaries.

Title to Assets; Real Property. (a) HSB Disclosure Schedule 3.14(aThe Bond constitutes substantially all assets and property of the Company. The Company has good and valid title to the Bond. The Bond has not been assigned, transferred, sold, or encumbered. All benefits of ownership of the Bond will continue with the Company after the Closing unaffected by the Closing. (b) sets forth The Real Property is free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens for Taxes not yet due and payable; (ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company; (iii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company; and, (iv) Encumbrances of record including without limitation the Deed of Trust, the Assignment of Rents and the Lease. (c) The Sellers have no knowledge of any structural defects in any of the Improvements. Sellers have not received written notice from any governmental authority that the Real Property is not in compliance with or violates applicable environmental building and zoning laws, rules or regulations or governmental rules or regulations. Sellers have not requested, applied for, given their consent to or have knowledge of any pending zoning variances or change with respect to the Real Property. To the best of Sellers’ knowledge, there is no plan, study or effort by any governmental authority or agency or any nongovernmental person or entity which in any way affects or would affect, the use of the Real Property. To the best of Sellers’ knowledge, there is no existing, proposed or contemplated plan to widen, modify or realign any street or highway adjoining the Real Property which would affect access thereto, or any existing proposed or contemplated eminent domain proceeding that would affect the Real Property in any way whatsoever. The water supply and water purity, the sewer, the sewage and waste disposal systems and all of the utility services now servicing the Real Property are to the best of Sellers’ knowledge sufficient for the operation of the Real Property. There are no obligations burdening the Real Property created by any so called “recapture agreement” involving refund for sewer or water extension or other improvement to any sewer or water systems, oversizing utility, lighting or like expense or charge for work or services done upon or relating to the Property. (d) Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired the Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company and relating to the Real Property. Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The use and operation of the Real Property does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to the Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (e) The Company has complied, and is now complying, with all Laws applicable to the Real Property. All Permits required for the Company with respect to the Real Property have been obtained by it and are valid and in full force and effect. (f) Sellers have delivered to Buyer a true, correct and complete list copy of all real property owned by HSB or any of its Subsidiariesthe Lease. Except as The Lease, including, without limitation, the purchase option set forth on HSB Disclosure Schedule 3.14(a)therein as assigned by the Purchase Option Assignment, HSB or a Subsidiary of HSB has good, valid 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 Permitted Liens. Except as set forth on HSB Disclosure Schedule 3.14(a), there is no pending or, to HSB’s Knowledge, threatened material legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HSB or any of its Subsidiaries owns, 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 real properties set forth on HSB Disclosure Schedule 3.14(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 ABCB. (b) HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements under which HSB 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 HSB nor any of its Subsidiaries and, except with respect to the Purchase Option Assignment, has not been modified, amended, terminated, canceled, assigned, sold, transferred or encumbered. There is no default or breach by the Company under the Lease. Sellers have received a no written notice of, and otherwise has have no Knowledge knowledge of, any default by any party under the Lease, or the occurrence of anyany events or conditions which, termination with the delivery of notice or material default with respect to any Lease. There has not occurred any event and no condition exists that the passage of time, would constitute a termination event default or a material breach by HSB or any of its Subsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HSB’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. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCBLease. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HSB and its Subsidiaries, except where such condition has not had, and is not reasonably likely to have, a Material Adverse Effect on HSB or any of its Subsidiaries.

Title to Assets; Real Property. (a) HSB Disclosure Schedule 3.14(a) sets forth a true, correct Each Acquired Entity has good and complete list of all real property owned by HSB or any of its Subsidiaries. Except as set forth on HSB Disclosure Schedule 3.14(a), HSB or a Subsidiary of HSB has good, valid and marketable title to, or in the case of leased assets, has valid and subsisting leasehold interests in, all material assets (including personal property), excluding Real Property, used in the business of such Acquired Entity as currently conducted, free and clear of any Lien thereon (except for any Permitted Lien). (b) Section 2.9(b) of the Seller Disclosure Schedule lists the legal description and fee owner of each parcel of real property owned in fee simple as of the date hereof by any Acquired Entity (collectively, the “Owned Real Property”). The applicable Acquired Entity has good and marketable fee simple title to the Owned Real Property owned by it, free and clear of any Lien thereon (except for any Permitted Lien). (c) Section 2.9(c) of the Seller Disclosure Schedule lists (i) an address and the name of the landlord and tenant of each real property leased, subleased, sub-subleased, licensed or otherwise legally enforceable rights to use all occupied, or used, by an Acquired Entity in the business of the real propertyCompany or the Company Subsidiaries as of the date hereof with an annual base rent in excess of $100,000 (the “Leased Real Property” and, personal property together with the Owned Real Property, collectively, the “Real Property”) and other assets (tangible or intangibleii) all leases, subleases, sub-subleases, licenses and occupancy agreements governing the use of Leased Real Property and all material amendments, terminations and modifications thereof (collectively, the “Real Estate Leases”), used, occupied . The applicable Acquired Entity has a valid and operated or held for use subsisting leasehold interest in the Leased Real Property leased by it in connection with its business as presently conductedit, in each case, free and clear of any Lien, Lien thereon (except for any Permitted LiensLien). No Acquired Entity has received any written notice (or, to the Seller Parties’ Knowledge, oral notice) alleging or asserting that any Acquired Entity is not in compliance with or has violated in any material respect, any obligation under any of the Real Estate Leases or any sublease. (d) Except as set forth on HSB in Section 2.9(d) of the Seller Disclosure Schedule 3.14(a)and except for the Real Property, there is no other real property used in the businesses of the Company and the Company Subsidiaries. (e) Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect: (1) there is no Claim pending or, to HSB’s the Seller Parties’ Knowledge, threatened material legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HSB appropriation, condemnation or any exercise of its Subsidiaries owns, 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 real properties set forth on HSB Disclosure Schedule 3.14(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 ABCB. (b) HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements under which HSB 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 HSB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, termination or material default domain with respect to any Lease. There Real Property, (2) except as set forth in Section 2.9(e)(i) of the Seller Disclosure Schedule, there is no Claim pending which has not occurred been initiated by or on behalf of any event Acquired Entity to change or redefine the zoning or land use classification of any Real Property and (3) there are no condition exists that would constitute a termination event sales or a material breach by HSB other dispositions of such Real Property or any part thereof in lieu of any such Claims pending; (ii) none of the Acquired Entities has vacated or abandoned any of the Leased Real Properties or given notice of its Subsidiaries ofintent to do the same; and (iii) except as provided by the Real Estate Leases, there are no outstanding Contracts, options, rights of reverter or material default rights of first refusal to which any Acquired Entity is a party or by HSB which any Acquired Entity has granted to a Third Party the right to purchase or lease any Real Property or any of its Subsidiaries in, the performance of any covenant, agreement portion thereof or condition contained in any Lease. To HSB’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. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCBinterest therein. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HSB and its Subsidiaries, except where such condition has not had, and is not reasonably likely to have, a Material Adverse Effect on HSB or any of its Subsidiaries.

Title to Assets; Real Property. (a) HSB Disclosure Schedule 3.14(aThe Company and its Subsidiaries have good and marketable fee simple title to the Owned Real Property free and clear of any Encumbrances except for the Permitted Encumbrances. There is no material violation of any law (including, without limitation, any building, planning or zoning law) sets forth a truerelating to the Owned Real Property. The Seller Entities have made available to Purchaser all of the title insurance policies, correct title reports, surveys, certificates of occupancy, environmental reports and complete list audits, appraisals, permits, other title documents and other documents in possession of all real property owned by HSB the Seller Entities or its Subsidiaries and relating to or otherwise affecting the Owned Real Property, the operations of the Company or any of its Subsidiaries thereon or any other uses thereof. Either the Company or one of its Subsidiaries, as the case may be, is in peaceful and undisturbed possession of each parcel of Owned Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the premises for the purposes for which they are currently being used. Except All existing water, sewer, steam, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of its Owned Real Property are adequate for the conduct of the Business as it has been and currently is conducted. There are no material latent defects or material adverse physical conditions affecting the Owned Real Property. (b) The address and legal description of the Owned Real Property as of the date hereof were made available to the Purchaser as set forth on HSB in Section 3.13(b) of the Disclosure Schedule 3.14(a)Letter. Neither the Company nor any Target Subsidiary: (i) leases or grant any Person the right to use or occupy all or any part of the Owned Real Property; (ii) has granted any Person an option, HSB right of first offer, or right of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; or (iii) has received written notice of any pending or threatened in writing condemnation proceeding affecting any Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a Subsidiary party to any agreement or option to purchase any real property or interest therein. (c) The Company and each of HSB its Subsidiaries has good, good and valid and marketable title to, or a valid leasehold interests in or otherwise legally enforceable rights to use interest in, all of the real property, personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course since the Balance Sheet Date. All such properties and 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, including leasehold interests) are free and clear of any Lien, Encumbrances except for the Permitted LiensEncumbrances. (d) The street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property were made available to the Purchaser. Except The Seller Entities have made available to the Purchaser as set forth on HSB in Section 3.13(d) of the Disclosure Schedule 3.14(a)Letter, there is no pending ortrue and complete copies of the leases, to HSB’s Knowledge, threatened material legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect in effect at the date hereof relating to the real property that HSB Leased Real Property; and there has not been any sublease or assignment entered into by the Company or any of its Subsidiaries owns, 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 respect of the real properties set forth on HSB Disclosure Schedule 3.14(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 ABCB. (b) HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements under which HSB 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 HSB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, termination or material default with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HSB or any of its Subsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HSB’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. HSB and its Subsidiaries have paid all rents and other charges leases relating to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCBLeased Real Property. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for the operation of the business of HSB and its Subsidiaries, except where such condition has not had, and is not reasonably likely to have, a Material Adverse Effect on HSB or any of its Subsidiaries.

Title to Assets; Real Property. ‌ (a) HSB Disclosure Schedule 3.14(a) sets forth a true, correct and complete list of all real property owned by HSB or any of its Subsidiaries. Except as set forth on HSB in Section 7.10(a) of the GGB Disclosure Schedule 3.14(a)Letter, HSB or a Subsidiary each of HSB GGB and the GGB Subsidiaries has good, valid good and marketable title to, or a valid leasehold interests in or otherwise legally enforceable rights to use interest in, all of the real property, personal property and other assets (whether real, personal or mixed and whether tangible or intangible)) that it purports to own, usedincluding all such property, occupied personal property and operated other assets reflected as being owned by GGB or held for use by it any of the GGB Subsidiaries in connection with the GGB Financial Statements or otherwise in its business as presently conductedbooks and records, other than properties and assets sold or otherwise disposed of in each case, free and clear of any Lien, except for Permitted Liens. the Ordinary Course.‌ (b) Except as set forth on HSB in Section 7.10(b) of the GGB Disclosure Schedule 3.14(aLetter, with respect to each GGB Real Property: (i) GGB has not received written notice that the current use of such GGB Real Property and the operation of the GGB Business thereon violates any instrument of record or Contract affecting such GGB Real Property, or any applicable Law in any material respect (without any fines or monetary liabilities attached), there is no pending or, ; (ii) to HSBGGB’s Knowledge, threatened material legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that HSB or any of its Subsidiaries owns, 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 real properties set forth on HSB Disclosure Schedule 3.14(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 ABCB. (b) HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all there are no leases, subleases, licenses and licenses, concessions or other agreements under which HSB Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of such GGB Real Property except in favor of GGB or any of its Subsidiaries uses the GGB Subsidiaries; and (iii) to GGB’s Knowledge, there are no Persons in possession of such GGB Real Property except GGB or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each any of the Leases is validGGB Subsidiaries.‌ (c) To the extent necessary to run the GGB Business as conducted as of the date of this Agreement, binding GGB or the applicable GGB Subsidiary has all certificates of occupancy and GGB Permits necessary for the current use and operation, in all material respects, of each GGB Real Property. Such GGB Permits have been validly issued by the appropriate Governmental Authority in compliance with all applicable Laws, and, to GGB’s Knowledge, GGB or applicable GGB Subsidiary has fully complied with all conditions of the GGB Permits applicable to it. All such GGB Permits are in full force and effect and neither HSB nor any in all material respects without requirement of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, termination further consent or material default with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HSB or any of its Subsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance approval of any covenant, agreement or condition contained in any Lease. Person. (d) To HSBGGB’s Knowledge, no lessor under a Lease part of any GGB Real Property is in material breach subject to any building or default use restrictions that would, individually or in the performance of any material covenantaggregate, agreement materially restrict or condition contained in such Lease. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCB. (c) To HSB’s Knowledge, 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 real property owned by HSB or any of its Subsidiaries or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and sufficient for prevent the operation of the business of HSB and its Subsidiaries, except where GGB Business in any material respect on such condition has not hadGGB Real Property, and each such GGB Real Property is properly and duly zoned for its current use, and such current use is in all respects a conforming use. No Governmental Authority having jurisdiction over any GGB Real Property has issued or, to GGB’s Knowledge, threatened to issue any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of such GGB Real Property. (e) There does not reasonably likely exist any actual or, to haveGGB’s Knowledge, a Material Adverse Effect on HSB threatened or contemplated, condemnation or eminent domain proceedings that affect any GGB Real Property or any part thereof, and none of GGB or any of its Subsidiariesthe GGB Subsidiaries has received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or, other than pursuant to the terms of the applicable Contract, use any GGB Real Property or any part thereof.