Common use of Title to Properties; Leases Clause in Contracts

Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Disclosure Schedule contains a true, accurate and complete list of all real property owned or leased by Meridian that is part of the Meridian Assets. Subject to any exceptions set forth with reasonable specificity on Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has good and marketable title to all real property (other than leasehold Real Property and Insured Real Property) and good and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names Meridian as debtor or which covers or purports to cover any of the Meridian Assets is on file in any state or other jurisdiction, and Meridian has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as otherwise set forth in Schedule 3.5(a) of the Meridian Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian holds real or personal property constituting a part of the Meridian Assets has been duly authorized, executed and delivered by Meridian and, to Meridian's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of Meridian, and, to Meridian's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to Meridian's knowledge, a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, all of such Leases are, to Meridian's knowledge, valid and subsisting and in full force and effect; neither Meridian nor, to Meridian's knowledge, any other party thereto, is in Material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Schedule, to Meridian's current actual knowledge, all improvements on the real property owned or leased by Meridian are in compliance with applicable zoning and land use laws, ordinances and regulations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a Material Adverse Effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, all such improvements, to Meridian's current actual knowledge, comply in all Material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, to Meridian's current actual knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Meridian are located entirely on such real property. Meridian has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Meridian. The representations and warranties set forth in this paragraph shall not apply to the New Sites. (b) Section 3.5(b) of the Meridian Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Meridian Business is leased. None of the fixed assets or equipment comprising a part of the Meridian Assets is subject to contracts of sale, and none is held by Meridian as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Disclosure Schedule. Except for the New Sites, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, between November 30, 1996 and the date of this Agreement, been maintained in all Material respects in a manner consistent with past practice. (c) Except as set forth in Section 3.5(c) of the Meridian Disclosure Schedule, since January 1, 1993, Meridian has not received any written notice that any such real property owned or leased by Meridian and reflected in Section 3.5(b) of the Meridian Disclosure Schedule or the use thereof, violates any applicable title covenant, condition, restriction or reservation or any applicable zoning, wetlands, land use or other Applicable Law.

Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Seller Disclosure Schedule contains a true, accurate and complete list of all real property owned by Seller or leased by Meridian any Seller Subsidiary that is part of the Meridian Seller Assets. Subject to any exceptions set forth with reasonable specificity on Section 3.5(a) of Seller or the Meridian Disclosure Scheduleapplicable Seller Subsidiary, Meridian as the case may be, has good indefeasible, marketable and marketable insurable title to all real property (other than leasehold Real Property and Insured Real Propertyreal property) and good and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Seller Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Seller Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Seller Disclosure Schedule), to Seller's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names Meridian Seller or any Seller Subsidiary as debtor or which covers or purports to cover any of the Meridian Seller Assets is on file in any state or other jurisdiction, and Meridian neither Seller nor any Seller Subsidiary has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. To Seller's knowledge, except as disclosed in Section 3.5(a) of the Seller Disclosure Schedule, all improvements on the real property owned or leased by Seller and the Seller Subsidiaries and constituting a part of the Seller Assets are in compliance with applicable zoning, wetlands and land use laws, ordinances and regulations and applicable title covenants, conditions, restrictions and reservations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a material Adverse effect on the owner or lessee, as the case may be, of such real property. To Seller's knowledge, except as disclosed in Section 3.5(a) of the Seller Disclosure Statement, all such improvements comply in all material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. To Seller's knowledge, except as disclosed in Section 3.5(a) of the Seller Disclosure Statement, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Seller and the Seller Subsidiaries and constituting a part of the Seller Assets are located entirely on such real property. To Seller's knowledge, there is no pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Seller and the Seller Subsidiaries and constituting a part of the Seller Assets. Except as set forth in Section 3.5(a) of the Seller Disclosure Schedule, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, in Seller's reasonable business judgment, been maintained in a manner consistent with sound engineering practice and currently permit the Seller Business to be operated in all material respects in accordance with the terms and conditions of all Applicable Laws, Governmental Authorizations and Private Authorizations. (b) Section 3.5(b) of the Seller Disclosure Schedule contains a true, accurate and complete list of all Leases under which any real property used in the Seller Business is leased. Except as otherwise set forth in Schedule 3.5(a3.5(b) of the Meridian Seller Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian Seller and each Seller Subsidiary holds real or personal property constituting a part of the Meridian Seller Assets has been duly authorized, executed and delivered by Meridian Seller and each Seller Subsidiary and, to MeridianSeller's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of MeridianSeller and each Seller Subsidiary, and, to MeridianSeller's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to MeridianTo Seller's knowledge, Seller or the applicable Seller Subsidiary, as the case may be, has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure ScheduleTo Seller's knowledge, all of such Leases are, to Meridian's knowledge, are valid and subsisting and in full force and effect; neither Meridian Seller or the applicable Seller Subsidiary, as the case may be, nor, to MeridianSeller's knowledge, any other party thereto, is in Material material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Schedule, to Meridian's current actual knowledge, all improvements on the real property owned or leased by Meridian are in compliance with applicable zoning and land use laws, ordinances and regulations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a Material Adverse Effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, all such improvements, to Meridian's current actual knowledge, comply in all Material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, to Meridian's current actual knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Meridian are located entirely on such real property. Meridian has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Meridian. The representations and warranties set forth in this paragraph shall not apply to the New Sites. (b) Section 3.5(b) of the Meridian Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Meridian Business is leased. None of the fixed assets or equipment comprising a part of the Meridian Seller Assets is subject to contracts of sale, and none is held by Meridian Seller or any Seller Subsidiary as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Seller Disclosure Schedule. Except for the New Sites, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, between November 30, 1996 and the date of this Agreement, been maintained in all Material respects in a manner consistent with past practice. (c) Section 3.5(c) of the Seller Disclosure Schedule contains a true, accurate and complete list of all material items of Seller Personal Property. Seller or the applicable Seller Subsidiary, as the case may be, owns and has good and merchantable title to all of the Personal Property relating to the Seller Business (the "Seller Personal Property"), in each case, free and clear of all Liens, except (i) Permitted Liens and (ii) Liens set forth on Section 3.5(c) of the Seller Disclosure Schedule (which Liens shall be released prior to Closing). Except as set forth in Section 3.5(c) of the Meridian Seller Disclosure Schedule, since January 1, 1993, Meridian has not received any written notice that any such real property owned or leased by Meridian and reflected in Section 3.5(b) all of the Meridian Disclosure Schedule or the use thereof, violates any applicable title covenant, Seller Personal Property is in operating condition, restriction has been maintained in a manner consistent with good engineering practice, does not, to Seller's knowledge, require any material amount of repair, maintenance or reservation or any applicable zoning, wetlands, land use or other replacement and currently permits the Seller Business to be operated in accordance with the terms and conditions of all Applicable LawLaws. The Seller Personal Property is being sold in "as is" condition.

Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Diablo Disclosure Schedule contains a true, accurate and complete list description of all real property owned or leased by Meridian Diablo that is part of the Meridian Diablo Assets. Subject Without limiting the generality of the foregoing, Section 3.5 of the Diablo Disclosure Schedule will include a description of the approximately 74 acre parcel on Black Mountain that contains the communication site (the "Black Mountain Communication Site"); the Black Mountain Communications Site will be encumbered with a permanent conservation easement in favor of the Nature Conservancy that will prohibit development of that portion of the site that contains a certain endangered flower, so long as such easement does not interfere with access to any exceptions the parcel or the use of the parcel for a communication site. Except as set forth with reasonable specificity on in Section 3.5(a) of the Meridian Diablo Disclosure Schedule, Meridian Diablo has good indefeasible, marketable and marketable insurable title to all real property (other than leasehold Real Property and Insured Real Propertymanaged real property) and good indefeasible and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Diablo Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Diablo Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Diablo Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names Meridian Diablo as debtor or which covers or purports to cover any of the Meridian Diablo Assets is on file in any state or other jurisdiction, and Meridian Diablo has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Schedule, to Diablo's knowledge, all improvements on the real property owned or leased by Diablo are in compliance with applicable zoning, wetlands and land use laws, ordinances and regulations and applicable title covenants, conditions, restrictions and reservations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a material adverse effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Statement, all such improvements, to Diablo's knowledge, comply in all material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Statement, to Diablo's knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Diablo are located entirely on such real property. Diablo has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Diablo. Except as set forth in Section 3.5(a) of the Diablo Disclosure Schedule, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, in Diablo's reasonable business judgment, been maintained in a manner consistent with generally accepted standards of sound engineering practice and currently permit the Diablo Business to be operated in all material respects in accordance with the terms and conditions of all Applicable Laws, Governmental Authorizations and Private Authorizations. (b) Section 3.5(b) of the Diablo Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Diablo Business is leased. Except as otherwise set forth in Schedule 3.5(a3.5(b) of the Meridian Diablo Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian Diablo holds real or personal property constituting a part of the Meridian Diablo Assets has been duly authorized, executed and delivered by Meridian Diablo or its predecessors in interest, as the case may be, and, to MeridianDiablo's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of MeridianDiablo, and, to MeridianDiablo's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to Meridian's knowledge, Diablo has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, all All of such Leases are, to Meridian's knowledge, are valid and subsisting and in full force and effect; neither Meridian Diablo nor, to MeridianDiablo's knowledge, any other party thereto, is in Material material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Schedule, to Meridian's current actual knowledge, all improvements on the real property owned or leased by Meridian are in compliance with applicable zoning and land use laws, ordinances and regulations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a Material Adverse Effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, all such improvements, to Meridian's current actual knowledge, comply in all Material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, to Meridian's current actual knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Meridian are located entirely on such real property. Meridian has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Meridian. The representations and warranties set forth in this paragraph shall not apply to the New Sites. (b) Section 3.5(b) of the Meridian Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Meridian Business is leased. None of the fixed assets or equipment comprising a part of the Meridian Diablo Assets is subject to contracts of sale, and none is held by Meridian Diablo as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Diablo Disclosure Schedule. Except for the New Sites, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, between November 30, 1996 and the date of this Agreement, been maintained in all Material respects in a manner consistent with past practice. (c) Section 3.5(c) of the Diablo Disclosure Schedule contains a true, accurate and complete description of all material items of Diablo Personal Property. Diablo owns and has good and merchantable title to all of the Diablo Personal Property relating to the Diablo Business (the "Diablo Personal Property"), in each case, free and clear of all Liens, except (i) Permitted Liens and (ii) Liens set forth on Section 3.5(c) of the Diablo Disclosure Schedule (which Liens shall be released prior to Closing). Except as set forth in Section 3.5(c) of the Meridian Diablo Disclosure Schedule, since January 1all of the Diablo Personal Property is in a state of good repair and maintenance and is in good operating condition, 1993normal wear and tear excepted, Meridian has not received any written notice that any such real property owned or leased by Meridian been maintained in a manner consistent with generally accepted standards of good engineering practice and reflected currently permits the Diablo Business to be operated in accordance with the terms and conditions of all Applicable Laws. Except for financing statements listed in Section 3.5(b3.5(c) of the Meridian Diablo Disclosure Schedule Schedule, no financing statements under the Uniform Commercial Code and no other filing which names Diablo as debtor or which covers or purports to cover any of the use thereofDiablo Assets is on file in any state or other jurisdiction, violates and Diablo has not signed or agreed to sign any applicable title covenant, condition, restriction such financing statement or reservation filing or any applicable zoning, wetlands, land use agreement authorizing any secured party thereunder to file any such financing statement or other Applicable Lawfiling.

Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Seller Disclosure Schedule contains a true, accurate and complete list description of all real property owned or leased by Meridian Seller that is part of the Meridian Seller Assets. Subject to any exceptions set forth with reasonable specificity on Section 3.5(a) of the Meridian Disclosure Schedule, Meridian Seller has good indefeasible, marketable and marketable insurable title to all real property (other than leasehold Real Property and Insured Real Propertyreal property) and good indefeasible and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Seller Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Seller Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Seller Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names Meridian Seller as debtor or which covers or purports to cover any of the Meridian Seller Assets is on file in any state or other jurisdiction, and Meridian Seller has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as otherwise set forth in Schedule 3.5(a) To the best of the Meridian Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian holds real or personal property constituting a part of the Meridian Assets has been duly authorized, executed and delivered by Meridian and, to MeridianSeller's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of Meridian, and, to Meridian's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to Meridian's knowledge, a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, all of such Leases are, to Meridian's knowledge, valid and subsisting and in full force and effect; neither Meridian nor, to Meridian's knowledge, any other party thereto, is in Material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. Except as disclosed in Section 3.5(a) of the Meridian Seller Disclosure Schedule, to Meridian's current actual knowledge, all improvements on the real property owned or leased by Meridian Seller are in compliance with applicable zoning zoning, wetlands and land use laws, ordinances and regulations and applicable title covenants, conditions, restrictions and reservations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a Material Adverse Effect material adverse effect on the owner or lessee, as the case may be, of such real property. Except To the best of Seller's knowledge, except as disclosed in Section 3.5(a) of the Meridian Seller Disclosure Statement, all such improvements, to Meridian's current actual knowledge, improvements comply in all Material material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Meridian Seller Disclosure Statement, to Meridian's current actual knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Meridian Seller are located entirely on such real property. Meridian has There is no knowledge of any pendingpending and, to Seller's knowledge, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by MeridianSeller. The representations and warranties Except as set forth in this paragraph shall not apply Section 3.5(a) of the Seller Disclosure Schedule, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, in Seller's reasonable business judgment, been maintained in a manner consistent with generally accepted standards of sound engineering practice and, to the New Sitesbest of Seller's knowledge, currently permit the Seller Business to be operated in all material respects in accordance with the terms and conditions of all Applicable Laws, Governmental Authorizations and Private Authorizations. (b) Section 3.5(b) of the Meridian Seller Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Meridian Seller Business is leased. Except as otherwise set forth in Schedule 3.5(b) of the Seller Disclosure Schedule, each Lease or other occupancy or other agreement under which Seller holds real or personal property constituting a part of the Seller Assets has been duly authorized, executed and delivered by Seller and, to Seller's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of Seller, and, to Seller's knowledge, each of the other parties thereto, enforceable in accordance with its terms. Seller has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. To the best of Seller's knowledge, all of such Leases are valid and subsisting and in full force and effect; neither Seller nor, to Seller's knowledge, any other party thereto, is in material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. None of the fixed assets or equipment comprising a part of the Meridian Seller Assets is subject to contracts of sale, and none is held by Meridian Seller as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Seller Disclosure Schedule. Except for the New Sites, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, between November 30, 1996 and the date of this Agreement, been maintained in all Material respects in a manner consistent with past practice. (c) Section 3.5(c) of the Seller Disclosure Schedule contains a true, accurate and complete description of all material items of Sellers Personal Property. Seller owns and has good and merchantable title to all of the Sellers Personal Property relating to the Sellers Business (the "Sellers Personal Property"), in each case, free and clear of all Liens, except (i) Permitted Liens and (ii) Liens set forth on Section 3.5(c) of the Seller Disclosure Schedule (which Liens shall be released prior to Closing). Except as set forth in Section 3.5(c) of the Meridian Seller Disclosure Schedule, since January 1, 1993, Meridian has not received any written notice that any such real property owned or leased by Meridian and reflected in Section 3.5(b) all of the Meridian Disclosure Schedule or the use thereof, violates any applicable title covenant, Seller Personal Property is in a state of good repair and maintenance and is in good operating condition, restriction or reservation or any applicable zoningnormal wear and tear excepted, wetlands, land use or other has been maintained in a manner consistent with generally accepted standards of good engineering practice and currently permits the Seller Business to be operated in accordance with the terms and conditions of all Applicable LawLaws.

Title to Properties; Leases. (a) Section 3.5(a) of the Meridian Diablo Disclosure Schedule contains a true, accurate and complete list description of all real property owned or leased by Meridian Diablo that is part of the Meridian Diablo Assets. Subject to any exceptions Except as set forth with reasonable specificity on in Section 3.5(a) of the Meridian Diablo Disclosure Schedule, Meridian Diablo has good indefeasible, marketable and marketable insurable title to all real property (other than leasehold Real Property and Insured Real Propertymanaged real property) and good indefeasible and merchantable title to all other assets (other than real property), tangible and intangible, constituting a part of the Meridian Diablo Assets, in each case free and clear of all Liens, except (i) Permitted Liens, (ii) Liens set forth on Section 3.5(a) of the Meridian Diablo Disclosure Schedule and (iii) Approved Title Conditions. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, accurate and complete list and description of which is set forth in Section 3.5(a) of the Meridian Diablo Disclosure Schedule), no financing statements under the Uniform Commercial Code and no other filing which names Meridian Diablo as debtor or which covers or purports to cover any of the Meridian Diablo Assets is on file in any state or other jurisdiction, and Meridian Diablo has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Schedule, to Diablo's knowledge, all improvements on the real property owned or leased by Diablo are in compliance with applicable zoning, wetlands and land use laws, ordinances and regulations and applicable title covenants, conditions, restrictions and reservations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a material adverse effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Statement, all such improvements, to Diablo's knowledge, comply in all material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Diablo Disclosure Statement, to Diablo's knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Diablo are located entirely on such real property. Diablo has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Diablo. Except as set forth in Section 3.5(a) of the Diablo Disclosure Schedule, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, in Diablo's reasonable business judgment, been maintained in a manner consistent with generally accepted standards of sound engineering practice and currently permit the Diablo Business to be operated in all material respects in accordance with the terms and conditions of all Applicable Laws, Governmental Authorizations and Private Authorizations. (b) Section 3.5(b) of the Diablo Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Diablo Business is leased. Except as otherwise set forth in Schedule 3.5(a3.5(b) of the Meridian Diablo Disclosure Schedule, each Lease or other occupancy or other agreement under which Meridian Diablo holds real or personal property constituting a part of the Meridian Diablo Assets has been duly authorized, executed and delivered by Meridian Diablo or its predecessors in interest, as the case may be, and, to MeridianDiablo's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of MeridianDiablo, and, to MeridianDiablo's knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, Meridian has, to Meridian's knowledge, Diablo has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any such real property or tangible personal property. Except as otherwise set forth in Section 3.5(a) of the Meridian Disclosure Schedule, all All of such Leases are, to Meridian's knowledge, are valid and subsisting and in full force and effect; neither Meridian Diablo nor, to MeridianDiablo's knowledge, any other party thereto, is in Material material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Schedule, to Meridian's current actual knowledge, all improvements on the real property owned or leased by Meridian are in compliance with applicable zoning and land use laws, ordinances and regulations in all respects necessary to conduct the operations as presently conducted, except for any instances of non-compliance which do not and will not in the aggregate have a Material Adverse Effect on the owner or lessee, as the case may be, of such real property. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, all such improvements, to Meridian's current actual knowledge, comply in all Material aspects with all Applicable Laws, Governmental Authorizations and Private Authorizations. Except as disclosed in Section 3.5(a) of the Meridian Disclosure Statement, to Meridian's current actual knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements located on the real property owned or leased by Meridian are located entirely on such real property. Meridian has no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of any real property owned or leased by Meridian. The representations and warranties set forth in this paragraph shall not apply to the New Sites. (b) Section 3.5(b) of the Meridian Disclosure Schedule contains a true, accurate and complete description of all Leases under which any real property used in the Meridian Business is leased. None of the fixed assets or equipment comprising a part of the Meridian Diablo Assets is subject to contracts of sale, and none is held by Meridian Diablo as lessee or as conditional sales vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Meridian Diablo Disclosure Schedule. Except for the New Sites, such real property (other than land), fixtures, fixed assets and other material items of personal property, including equipment, have, between November 30, 1996 and the date of this Agreement, been maintained in all Material respects in a manner consistent with past practice. (c) Section 3.5(c) of the Diablo Disclosure Schedule contains a true, accurate and complete description of all material items of Diablo Personal Property. Diablo owns and has good and merchantable title to all of the Diablo Personal Property relating to the Diablo Business (the "Diablo Personal Property"), in each case, free and clear of all Liens, except (i) Permitted Liens and (ii) Liens set forth on Section 3.5(c) of the Diablo Disclosure Schedule (which Liens shall be released prior to Closing). Except as set forth in Section 3.5(c) of the Meridian Diablo Disclosure Schedule, since January 1all of the Diablo Personal Property is in a state of good repair and maintenance and is in good operating condition, 1993normal wear and tear excepted, Meridian has not received any written notice that any such real property owned or leased by Meridian been maintained in a manner consistent with generally accepted standards of good engineering practice and reflected currently permits the Diablo Business to be operated in accordance with the terms and conditions of all Applicable Laws. Except for financing statements listed in Section 3.5(b3.5(c) of the Meridian Diablo Disclosure Schedule Schedule, no financing statements under the Uniform Commercial Code and no other filing which names Diablo as debtor or which covers or purports to cover any of the use thereofDiablo Assets is on file in any state or other jurisdiction, violates and Diablo has not signed or agreed to sign any applicable title covenant, condition, restriction such financing statement or reservation filing or any applicable zoning, wetlands, land use agreement authorizing any secured party thereunder to file any such financing statement or other Applicable Lawfiling.