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

Real Property; Title to Assets. (a) Section 5.13(a) of the Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b) of the Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Purchaser. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premises. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests), and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate have a Material Adverse Effect. (f) Each of the Company and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property.

Real Property; Title to Assets. (a) Section 5.13(a3.12(a) of the Company Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any SubsidiaryCompany Subsidiary or owned by the Company and any Company Subsidiary after January 1, 1999. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Company Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than Permitted Liens (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction as defined in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “Permitted Liens”Section 9.03(a)), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b3.12(b) of the Company Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Company Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Company Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Company Lease Documents”). True, correct and complete copies of all Company Lease Documents have been delivered made available to PurchaserParent or its counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premises. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to could not reasonably be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests), and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would notexpected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would notcould not reasonably be expected, individually or in the aggregate aggregate, to have a Company Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Company Subsidiary for the purposes for which it is currently being used; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Company Subsidiary. (fd) Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyPermitted Liens.

Real Property; Title to Assets. (a) Section 5.13(a) Item 2 of the Disclosure Schedule Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 lists each parcel of all material real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except Subsidiaries as set forth on Section 5.13(a) of the Disclosure Scheduledate hereof (each, a “Company Property”). Except as would not have a Company Material Adverse Effect, each Company Property (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for current Taxes taxes and assessments not yet due and payable or not past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, and (E) all Liens and other imperfections of title and encumbrances that, would not, individually that do not impair in any material respect the continued use or in utility of the aggregate, have a Material Adverse Effect real property encumbered thereby (collectively, “Company Permitted Liens”), ; and (ii) is neither not subject to any governmental decree or order to be sold sold, and neither the Company nor any Subsidiary has received any written notice to the effect that all or any portion of the real property is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has or that any such condemnation, expropriation actions are being proposed or taking been proposedcontemplated. (b) Section 5.13(b4.12(b) of the Company Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any SubsidiarySubsidiary as of the date hereof, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Purchaserforegoing. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material an event of default) by the Company or any Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premisesexcept as would not have a Company Material Adverse Effect. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no written contractual or applicable legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There used and, to the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company or any Subsidiary Subsidiary, in each case other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate not have a Company Material Adverse Effect. (fd) Each Except as would not have a Company Material Adverse Effect, each of the Company and the Subsidiaries has good good, valid and valid marketable (subject to Company Permitted Liens) title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material respective properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyCompany Permitted Liens.

Real Property; Title to Assets. (a) Section 5.13(a3.13(a) of the Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for current Taxes and assessments not yet past due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, ; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and Subsidiary; (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record, ; and (G) Liens and other imperfections of title and encumbrances that, that would not, individually or in the aggregate, have a Material Adverse Effect (collectivelymaterial adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b3.13(b) of the Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to PurchaserParent or its counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premises. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate have a Material Adverse EffectSubsidiary. (fd) Each of the Company and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material personal properties and assets, tangible and intangible, real, personal and mixed, used or held necessary for use in the operation of its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule for Permitted Liens and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property.

Real Property; Title to Assets. (a) Section 5.13(a4.14(a) of the Parent Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently or formerly owned by the Company Parent or any Subsidiary. Each Except as disclosed in Section 4.14(a) of the Parent Disclosure Schedule, each parcel of real property (except Oil and Gas Interests) owned by the Company Parent or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “"Liens”"), other than (A) Liens for current Taxes taxes and assessments not yet past due, (B) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, (C) supplier's, workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company Parent or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, that would not, individually or in the aggregate, have a Parent Material Adverse Effect (collectively, “"Permitted Liens”"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the CompanyParent, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b4.14(b) of the Parent Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company Parent or any Subsidiary, with the name of the lessor pursuant to a lease agreement to which Parent and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing Subsidiaries are parties (collectively, the “"Lease Documents”"). True, correct and complete copies of all Lease Documents have been delivered to Purchaserthe Company. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company Parent or any Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premisesSubsidiary. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company Parent or any Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company Parent or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company Parent or any Subsidiary Merger Sub from performing its obligations under this Agreement and would not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect. (fd) Each of the Company Parent and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyproperty and that would not have a Parent Material Adverse Effect.

Real Property; Title to Assets. (a) Section 5.13(a3.12(a) of the EBC Disclosure Schedule lists each parcel of real property (except Oil and Gas Interestsincluding submerged land) currently owned by the Company EBC or any SubsidiarySubsidiary and sets forth EBC or the applicable Subsidiary owning such properties (collectively, the “Owned Real Properties”). Each parcel of real property (except Oil and Gas Interests) owned by EBC or the Company or any Subsidiary, except as applicable Subsidiary set forth on Section 5.13(a3.12(a) of the EBC Disclosure ScheduleSchedule owns fee simple title to the Owned Real Properties, (i) is owned free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (Ai) Liens for current Taxes taxes and assessments not yet past duedue and payable, (Bii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (Ciii) to the extent such Liens would not reasonably be expected to have a EBC Material Adverse Effect, (A) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course Ordinary Course of business Business of the Company EBC or such Subsidiary consistent with past practice, and (DB) all matters of record, (C) all Liens and other imperfections of title and encumbrances that, that are typical for the applicable property type and locality and which would not, individually or not reasonably be expected to materially interfere with the conduct of the business of EBC in the aggregateOrdinary Course of Business, have a Material Adverse Effect and (iv) those Liens listed at Section 3.12(a) of the EBC Disclosure Schedule, (collectively, “Permitted Liens”), and (ii) . None of the Properties is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the knowledge of the CompanyEBC, has any such condemnation, expropriation or taking been proposed. Neither EBC nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a EBC Material Adverse Effect. (b) Section 5.13(b3.12(b) of the EBC Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interestsincluding submerged land) currently leased or subleased by the Company EBC or any SubsidiarySubsidiary but only to the extent that such applicable lease agreement is required to be listed at Section 3.16(a) of the EBC Disclosure Schedule (collectively, the “Leased Properties”; the Leased Properties, together with the Owned Real Properties, collectively, the “Properties”) and sets forth the corporate entity holding such leasehold interest, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions remaining payable by the Company EBC or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). EBC or the applicable Subsidiary set forth on Section 3.12(b) of the EBC Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than Permitted Liens. True, correct and complete copies of all Lease Documents have been delivered to PurchaserCoconut Palm. All such current leases Each of the Lease Documents is valid, binding and subleases are in full force and effecteffect as against EBC or the Subsidiaries and, are valid and effective in accordance with their respective termsto EBC’s knowledge, and there is not, as against the other party thereto. Neither EBC nor any Subsidiary has received written notice under any of such leasesthe Lease Documents of any default, any existing material default or and, to EBC’s knowledge, no event of default (or event has occurred which, with notice or lapse of time, time or both, would constitute a material default) default by EBC or the Company or any Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premisesapplicable Subsidiaries. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting any Property or the real property (except Oil and Gas Interests), and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate not reasonably be expected to have a EBC Material Adverse Effect. (fd) Each Except as set forth at Section 3.12(d) of the Company EBC Disclosure Schedule, valid policies of title insurance or title commitments for which premiums have been paid (collectively, the “Title Policies”) have been issued insuring EBC or the applicable Subsidiary’s fee simple title to the Properties owned by EBC or the applicable Subsidiaries in amounts at least equal to the purchase price thereof paid by EBC or the applicable Subsidiary, subject only to Permitted Liens. No claim has been made against any Title Policies. EBC and the Subsidiaries has good have not received any written notice and valid title toare not otherwise aware that the Title Policies are not in full force and effect. (e) Section 3.12(e) of the EBC Disclosure Schedule lists each Property which is under construction as of the date hereof, orand each FCC Construction Permit with respect to any such Property. (f) EBC or the Subsidiaries own all material furniture, in fixtures, equipment, operating supplies and other personal property (the case “Personal Property”) necessary for the operation of leased properties and assetsEBC’s business as historically conducted, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, subject to no Liens except as set forth in Section 5.13(a3.12(f) or (bof EBC Disclosure Schedule. Section 3.12(f) of the EBC Disclosure Schedule sets forth a complete and except for such imperfections accurate list of titleall the material items of equipment, if anymachinery, that do not materially interfere with computers, chattels, tools, parts, machine tools, furniture, furnishings and fixtures, owned by EBC or the present value Subsidiaries. Such Schedule sets forth a complete and accurate list of the subject propertymaterial items of equipment leased by EBC or the Subsidiaries. Except as set forth at Section 3.12(f) of the EBC Disclosure Schedule, EBC or the Subsidiaries has good title to the items described in such Schedule and valid and subsisting leasehold rights to such items as are being leased by it free and clear of all encumbrances. Such Section also sets forth a complete and accurate list of the leased vehicles. All Personal Property owned by EBC or the Subsidiaries at any location at which it provides service was properly installed and has a useful life at least as long as on EBC’s financial statement.

Real Property; Title to Assets. (a) Section 5.13(a3.12(a) of the Disclosure Schedule Letter lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Company Subsidiary. Each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Company Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or similar right (collectively, “Liens”), other than (A) Liens for current Taxes and assessments not yet past duedue (or which are being contested in good faith) for which adequate reserves have been established in accordance with GAAP, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, that would not, individually or in not materially impair the aggregate, have a Material Adverse Effect continued use and utility of such property encumbered thereby (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, condemned or expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b3.12(b) of the Disclosure Schedule Letter lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Company Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Purchaser. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premises. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict in any material respect the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Company Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests), and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate have a Material Adverse Effect. (fd) Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens (other than Permitted Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property).

Real Property; Title to Assets. (a) Section 5.13(a4.14(a) of the Parent Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently or formerly owned by the Company Parent or any Subsidiary. Each Except as disclosed in Section 4.14(a) of the Parent Disclosure Schedule, each parcel of real property (except Oil and Gas Interests) owned by the Company Parent or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for current Taxes taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) supplier’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company Parent or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, that would not, individually or in the aggregate, have a Parent Material Adverse Effect (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the CompanyParent, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b4.14(b) of the Parent Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company Parent or any Subsidiary, with the name of the lessor pursuant to a lease agreement to which Parent and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing Subsidiaries are parties (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered to Purchaserthe Company. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company Parent or any Subsidiary or, to the Company’s knowledge, by the other party to such lease or sublease, or Person in the chain of title to such leased premisesSubsidiary. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company Parent or any Subsidiary for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company Parent or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company Parent or any Subsidiary Merger Sub from performing its obligations under this Agreement and would not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect. (fd) Each of the Company Parent and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyproperty and that would not have a Parent Material Adverse Effect.

Real Property; Title to Assets. (a) Section 5.13(a3.12(a) of the Company Disclosure Schedule lists each parcel of real property (except Oil and Gas Interests) currently owned by the Company or any Subsidiary. Each Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “"Liens”"), other than (A) Liens for current Taxes and assessments not yet past duedue and payable, (B) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, (C) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, practice and (D) all matters of record, Liens and other imperfections of title and encumbrances that, that would not, individually or in the aggregate, have a Company Material Adverse Effect (collectively, “"Permitted Liens”), ") and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b3.12(b) of the Company Disclosure Schedule lists (i) each material parcel of real property (except Oil and Gas Interests) currently leased leased, subleased or subleased licensed by the Company or any SubsidiarySubsidiary and (ii) each parcel of real property currently owned by the Company or any Subsidiary that is subject, in whole or in part, to any lease or license in favor of any third party or any Affiliate of the Company, together, in each case, with the name of the lessor lessor, the lessee and the date of the lease, sublease, license, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “"Lease Documents”"). True, correct and complete copies of all Lease Documents have been delivered to PurchaserParent. All such current leases leases, subleases and subleases licenses are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the Company’s 's knowledge, by the other party to such lease lease, sublease or sublease, or Person in the chain of title to such leased premiseslicense. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or legal restrictions or other arrangements that preclude or restrict the ability of the Company or any Subsidiary to use all or any material portion of any real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being usedused by the Company or such Subsidiary. There are no material latent defects or material adverse physical conditions affecting known to the Company which materially and adversely affect the Company's and its Subsidiaries' ability to use the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in for the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate have a Material Adverse Effectpurposes for which they are currently being used. (fd) Each of the Company and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject propertyPermitted Liens.

Real Property; Title to Assets. (a) Section 5.13(a4.13(a) of the Disclosure Schedule lists each parcel of real property (except Oil currently owned, or owned in the time period between December 31, 1998 and Gas Interests) currently owned the date hereof, by the Company or any Subsidiary. Each parcel of real property (except Oil and Gas Interests) owned by the Company or any Subsidiary, except as set forth on Section 5.13(a) of the Disclosure Schedule, Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “"Liens”"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress, (C) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, Liens and other imperfections of title and encumbrances that, would not, individually or in the aggregate, have a Material Adverse Effect (collectively, “"Permitted Liens”"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Section 5.13(b4.13(b) of the Disclosure Schedule lists each material parcel of real property (except Oil and Gas Interests) currently leased or subleased by the Company or any Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “"Lease Documents”"). True, correct and complete copies of all Lease Documents have been delivered to PurchaserParent. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the Company or any Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such lease or sublease, or Person person in the chain of title to such leased premises. (c) Except as set forth on Sections 5.13(a) and 5.13(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has leased any parcel or any portion of any parcel of real property owned by the Company or any Subsidiary or subleased any portion of any real property leased or subleased by the Company or any Subsidiary to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary assigned its interest under any lease listed on Section 5.13(b) of the Disclosure Schedule to any third party. (d) Each parcel of real property owned or leased by the Company or any Subsidiary currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from such parcel in each case as is necessary for the conduct of the business of the Company or such Subsidiary as it has heretofore been conducted and as presently planned to be conducted by the Company and any Subsidiary in the future. (e) There are no contractual or or, to the knowledge of the Company, legal restrictions that preclude or restrict the ability to use any material real property (except Oil and Gas Interests) owned or leased by the Company or any Subsidiary for the purposes for which it is currently being used. There To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the real property (except Oil and Gas Interests)property, and improvements thereon, owned or leased by the Company or any Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company or any Subsidiary from performing its obligations under this Agreement and would not, individually or in the aggregate have a Material Adverse EffectSubsidiary. (fd) Each of the Company and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its material tangible properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except as set forth in Section 5.13(a) or (b) of the Disclosure Schedule and except for such imperfections of title, if any, that do not materially interfere with the present value of the subject property.