B. Real Property. As of the Closing Date,Schedule 5.5 annexed hereto contains a true, accurate and complete list of (i) each Property of the Company or any other Loan Party and (ii) all material leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting real estate or real properties owned, leased, used or operated by the Company or any other Loan Party (exclusive of any retail and restaurant leases) regardless of whether the Company or such Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. As of the Closing Date, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and the Company and the Borrower do not have knowledge of any material default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of the applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles except to the extent that the failure of such agreement to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each Property, the material Easements thereto and the current use thereof comply in all material respects with all applicable Legal Requirements and with all Insurance Requirements. No taking or voluntary conveyance of all or part of any Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Instrumentality affecting any Project has been commenced or, to the Company’s or Borrower’s knowledge, is contemplated with respect to all or any portion of any Property or Easement or for the relocation of roadways providing access thereto except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing by the Company and the Borrower to the Administrative Agent from time to time, there are no current, pending or, to the knowledge of the Company or the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Property or Easement, nor are there any contemplated improvements thereto that may result in such special or other assessments, in any case that could reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any material portion of the Property or the material Easements (other than those set forth in the Four Seasons Macao Operation, Maintenance and Management Agreement, the St. Regis Hotel Management Agreement and the Sheraton Hotel Management Agreement or any replacement thereof, or any relevant Land Concession Contract or arising by mandatory operation of law). Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure relating to or comprising a portion of any Project or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others.
5.6Litigation; Adverse Facts.
Without prejudice to subsection 5.21, except as set forth onSchedule 5.6, as of the Closing Date there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (it being understood that as of the Closing Date, no such actions, suits or proceedings set forth on Schedule 5.6, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect). Without prejudice to subsection 5.21, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of the Company or any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
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