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

Real Property; Title to Assets. (a) Section 3.11(a) of the Company Disclosure Schedule lists each parcel of real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case free and clear of all mortgages, pledges, liens, leases, 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, other than (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, "Permitted Liens"). (b) Section 3.11(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties"), with the name of the lessor and the date of the lease or sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of the material Real Property or the material Leased Properties or any material portion thereof or material interest therein. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Real Property; Title to Assets. (a) Section 3.11(a3.13(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Company or any Company Subsidiary and sets forth the applicable Subsidiary owning such properties (collectively, the "Owned Real PropertyProperties"). The Company or any the applicable Subsidiary set forth on Section 3.13(a) of the Company Subsidiary has good, valid and marketable Disclosure Schedule owns fee simple title to all of the Owned Real PropertyProperties, in each case free and clear of all mortgages, pledges, liens, leases, 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 offeroffer (collectively, "Liens"), other than (i) liens Liens for current taxes and assessments not yet past due or being contested in good faithand payable, (ii) inchoate liens mechanics' and materialmen's Liens for construction in progress, and (iii) mechanics'to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, materialmen's, (A) workmen's, repairmen's, warehousemen's and carriers' liens Liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedingspractice, (B) all matters of record, and (ivC) all Liens and other imperfections of title (including matters of record) and encumbrances that do are typical for the applicable property type and locality and which would not reasonably be expected to materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, "Permitted Liens"). None of the Owned Real Property is 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 therefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company 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 Company Material Adverse Effect. (b) Section 3.11(b3.13(b) of the Company Disclosure Schedule lists by address each parcel of real property currently leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiariescollectively, the "Leased Properties"); the Leased Properties, together with the Owned Real Properties, collectively, the "Properties") and sets forth the Company or the Subsidiary holding such leasehold interest, with the name of the lessor and the date of the lease lease, sublease, assignment of the lease, any guaranty given or sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, leasing commissions remaining payable by the Company or one 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 Parent. (c) The ground leases underlying the Leased Properties (collectively, the "Ground Leases") are listed, by property, in Section 3.13(c) of the Company Subsidiaries has the right to the use and occupancy Disclosure Schedule. Each of the Leased PropertiesGround Leases is valid, subject to binding and in full force and effect as against the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending orSubsidiaries and, to the Company's knowledge, overtly threatened eminent domain taking affecting as against the other party thereto. Neither the Company nor the Subsidiaries has received written notice under any of the material Real Property or the material Leased Properties or Ground Leases of any material portion thereof or material interest therein. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may bedefault, and, to the knowledge Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material default by the Company or the applicable Subsidiaries. (d) There are no latent defects or adverse physical conditions affecting any Property or the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. (e) Valid policies of title insurance or title commitments for which premiums have been paid (collectively, the "Title Policies") have been issued insuring the Company or the applicable Subsidiary's fee simple or leasehold title to the Properties owned or ground leased by the Company or the applicable Subsidiaries in amounts at least equal to the purchase price thereof paid by the Company or the applicable Subsidiary, subject only to Permitted Liens. No claim has been made against any Title Policies. The Company and the Subsidiaries have not received any written notice and are not otherwise aware that the Title Policies are not in full force and effect. (f) Section 3.13(f) of the CompanyCompany Disclosure Schedule lists each Property which is under construction as of the date hereof. The Company has obtained valid construction permits with respect to such Property. (g) Neither the Company nor any of the Subsidiaries is a party to any management, against franchise, license or other agreement for the management of operations conducted at any Property. (h) The Company or the Subsidiaries own all material furniture, fixtures, equipment, operating supplies and other party or parties theretopersonal property (the "Personal Property") necessary for the operation of each Property, in each case, in accordance with its termssubject to no Liens, except as would not reasonably be expected to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in have a proceeding in equity or at Law)Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.11(a3.12(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Company or any Company Subsidiary or owned by the Company and any Company Subsidiary after January 1, 1999. Each parcel of real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case i) is owned free and clear of all mortgages, pledges, liens, leases, 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, other than (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect offer (collectively, "Permitted LiensLIENS"), other than Permitted Liens (as defined in 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 3.11(b3.12(b) of the Company Disclosure Schedule lists by address each parcel of real property currently leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties")Subsidiary, with the name of the lessor and the date of the lease or lease, sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one assignment of the Company Subsidiaries has lease, any guaranty given or leasing commissions payable by the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title 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 made available to Parent 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 Leased Propertiesdefault or event of default (or event which, subject to Permitted Liens. There is no pending with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of by the material Real Property other party to such lease or the material Leased Properties or any material portion thereof or material interest thereinsublease. (c) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the 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. (d) Each of the Company and the Company Subsidiaries is has good and valid title to, or, in compliance in all material respects with the terms case of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), leased properties and each such lease is a legalassets, valid leasehold or subleasehold interests in, all of its properties and binding agreement assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its termsany Liens, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)for Permitted Liens.

Real Property; Title to Assets. (a) Section 3.11(a) None of the Company Disclosure or any of its subsidiaries owns, or has in the past ten (10) years owned, any real property. (b) Schedule 4.22(b) lists each parcel of real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case free and clear of all mortgages, pledges, liens, leases, 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, other than (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, "Permitted Liens"). (b) Section 3.11(b) of the Company Disclosure Schedule lists by address each parcel of real property currently leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties")its subsidiaries, with the name of the lessor and the date of the lease lease, sublease, assignment of the lease, any guaranty given or subleaseleasing 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 ComVest. Except as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect, all such current leases and subleases are in full force and effect and are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or one any of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending its subsidiaries or, to the Company's knowledge, overtly threatened eminent domain taking affecting any by the other party to such lease or sublease, or person in the chain of the material Real Property or the material Leased Properties or any material portion thereof or material interest thereintitle to such leased premises. (c) Each 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 of its subsidiaries 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, and improvements thereon, owned or leased by the Company or any of its subsidiaries other than those that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as set forth in Schedule 4.22(d) or as would not, individually or in the aggregate, have a Material Adverse Effect, each of the Company and its subsidiaries has good and valid title to, or, in the Company Subsidiaries is case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in compliance in all material respects its business, free and clear of any liens or other encumbrances, except for such imperfections of title, if any, that do not interfere with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement present value of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)property.

Real Property; Title to Assets. (a) Section 3.11(a) None of the Company Disclosure or any of its subsidiaries owns, or has in the past ten (10) years owned, any real property. (b) Schedule 4.22(b) lists each parcel of real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case free and clear of all mortgages, pledges, liens, leases, 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, other than (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, "Permitted Liens"). (b) Section 3.11(b) of the Company Disclosure Schedule lists by address each parcel of real property currently leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties")its subsidiaries, with the name of the lessor and the date of the lease lease, sublease, assignment of the lease, any guaranty given or subleaseleasing 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 ComVest. Except as would not havenot, individually or in the aggregate, have a Company Material Adverse Effect, all such current leases and subleases are in full force and effect and are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or one any of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending its subsidiaries or, to the Company's knowledge, overtly threatened eminent domain taking affecting any by the other party to such lease or sublease, or person in the chain of the material Real Property or the material Leased Properties or any material portion thereof or material interest thereintitle to such leased premises. (c) Each 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 of its subsidiaries 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, and improvements thereon, owned or leased by the Company or any of its subsidiaries other than those that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as set forth in Schedule 4.22(d) or as would not, individually or in the aggregate, have a Material Adverse Effect, each of the Company and its subsidiaries has good and valid title to, or, in the Company Subsidiaries is case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in compliance in all material respects its business, free and clear of any liens or other encumbrances, except for such imperfections of title, if any, that do not interfere with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement present value of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)property.

Real Property; Title to Assets. (a) Section 3.11(a3.12(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Company or any Company Subsidiary or owned by the Company and any Company Subsidiary after January 1, 1999. Each parcel of real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case i) is owned free and clear of all mortgages, pledges, liens, leases, 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, other than (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect offer (collectively, "Permitted Liens"), other than Permitted Liens (as defined in 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 3.11(b3.12(b) of the Company Disclosure Schedule lists by address each parcel of real property currently leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties")Subsidiary, with the name of the lessor and the date of the lease or lease, sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one assignment of the Company Subsidiaries has lease, any guaranty given or leasing commissions payable by the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title 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 made available to Parent 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 Leased Propertiesdefault or event of default (or event which, subject to Permitted Liens. There is no pending with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of by the material Real Property other party to such lease or the material Leased Properties or any material portion thereof or material interest thereinsublease. (c) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the 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. (d) Each of the Company and the Company Subsidiaries is has good and valid title to, or, in compliance in all material respects with the terms case of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), leased properties and each such lease is a legalassets, valid leasehold or subleasehold interests in, all of its properties and binding agreement assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its termsany Liens, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)for Permitted Liens.

Real Property; Title to Assets. (a) Section 3.11(a3.12(a) of the Company EBC Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Company EBC or any Company Subsidiary and sets forth EBC or the applicable Subsidiary owning such properties (collectively, the "“Owned Real Property"Properties”). The Company EBC or any Company the applicable Subsidiary has good, valid and marketable set forth on Section 3.12(a) of the EBC Disclosure Schedule owns fee simple title to all of the Owned Real PropertyProperties, in each case free and clear of all mortgages, pledges, liens, leasesrestrictions, 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 offeroffer (collectively, “Liens”), other than (i) liens Liens for current taxes and assessments not yet past due or being contested in good faithand payable, (ii) inchoate liens mechanics’ and materialmen’s Liens for construction in progress, (iii) mechanics'to the extent such Liens would not reasonably be expected to have a EBC Material Adverse Effect, materialmen's, (A) workmen's’s, repairmen's’s, warehousemen's ’s and carriers' liens ’ Liens arising in the ordinary course Ordinary Course of business Business of the Company EBC or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedingspractice, and (ivB) all matters of record, (C) all Liens and other imperfections of title (including matters of record) and encumbrances that do are typical for the applicable property type and locality and which would not reasonably be expected to materially interfere individually or in the aggregate with the conduct of the business of EBC in the Company Ordinary Course of Business, and the Company Subsidiaries, taken as a whole, materially detract from the value or use (iv) those Liens listed at Section 3.12(a) of the Real Property or haveEBC Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect (collectively, "“Permitted Liens"”). None of the Properties is 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 therefore, nor, to the knowledge of EBC, 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 3.11(b3.12(b) of the Company EBC Disclosure Schedule lists by address each parcel of real property (including submerged land) currently leased or subleased by the Company EBC or any Company Subsidiary but only to the extent that such applicable lease agreement is currently used in, and material torequired to be listed at Section 3.16(a) of the EBC Disclosure Schedule (collectively, the conduct of “Leased Properties”; the business of the Company and the Company Subsidiaries (Leased Properties, together with all other real property leased by the Company and the Company SubsidiariesOwned Real Properties, collectively, the "Leased “Properties")”) and sets forth the corporate entity holding such leasehold interest, with the name of the lessor and the date of the lease lease, sublease, assignment of the lease, any guaranty given or sublease. Except as would not have, individually leasing commissions remaining payable by EBC or any Subsidiary in connection therewith and each material amendment to any of the aggregate, a Company Material Adverse Effectforegoing (collectively, the Company “Lease Documents”). EBC or one the applicable Subsidiary set forth on Section 3.12(b) of the Company Subsidiaries has the right to the use and occupancy of EBC Disclosure Schedule owns a valid leasehold interest in the Leased Properties, subject to the terms free and clear of the applicable Lease and all Liens other than Permitted Liens. The Company True, correct and complete copies of all Lease Documents have been delivered to Coconut Palm. Each of the Lease Documents is valid, binding and in full force and effect as against EBC or the Subsidiaries and, to EBC’s knowledge, as against the other party thereto. Neither EBC nor any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending or, to the Company's knowledge, overtly threatened eminent domain taking affecting received written notice under any of the Lease Documents of any default, and, to EBC’s knowledge, no event has occurred which, with notice or lapse of time or both, would constitute a material Real Property default by EBC or the material Leased Properties or any material portion thereof or material interest thereinapplicable Subsidiaries. (c) Each There are no latent defects or adverse physical conditions affecting any Property or the improvements thereon, other than those that would not reasonably be expected to have a EBC Material Adverse Effect. (d) Except as set forth at Section 3.12(d) of the Company and the Company Subsidiaries is in compliance in all material respects with the terms EBC Disclosure Schedule, valid policies of all leases to material Leased Properties to title insurance or title commitments for which it is a party premiums have been paid (each a "Lease" and, collectively, the "Leases")“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 have not received any written notice and are 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, and each FCC Construction Permit with respect to any such lease is Property. (f) EBC or the Subsidiaries own all material furniture, fixtures, equipment, operating supplies and other personal property (the “Personal Property”) necessary for the operation of EBC’s business as historically conducted, subject to no Liens except as set forth in Section 3.12(f) of EBC Disclosure Schedule. Section 3.12(f) of the EBC Disclosure Schedule sets forth a legalcomplete and accurate list of all the material items of equipment, machinery, computers, chattels, tools, parts, machine tools, furniture, furnishings and fixtures, owned by EBC or the Subsidiaries. Such Schedule sets forth a complete and accurate list of the material 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 binding agreement 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 Company leased vehicles. All Personal Property owned by EBC or the Company Subsidiary, Subsidiaries at any location at which it provides service was properly installed and has a useful life at least as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, long as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)on EBC’s financial statement.

Real Property; Title to Assets. (a) Section 3.11(a3.12(a) of the Company Disclosure Schedule lists each parcel of real property that is the location of a steel plant of, or that is otherwise material to, the Company and the Material Company Subsidiaries taken as a whole and is owned by the Company or any Material Company Subsidiary Subsidiary. Each such parcel of real property (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case i) is owned free and clear of all mortgages, pledges, liens, leases, 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 offeroffer (collectively, "Liens"), other than (iA) liens Liens for current taxes and assessments not yet past due or being contested in good faithdue, (iiB) inchoate liens mechanics' and materialmen's Liens for construction in progress, (iiiC) mechanics', materialmen's, workmen's, repairmen's, warehousemen's and carriers' liens Liens arising in the ordinary course of business of the Company or such Material Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (ivD) all matters of record, Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or havewould 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 3.11(b3.12(b) of the Company Disclosure Schedule lists by address each parcel of real property that is the location of a steel plant of, or that is otherwise material to, the Company and the Material Company Subsidiaries and is leased or subleased by the Company or any Material Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties")Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease or sublease. Except as would not have, individually or in leasing commissions payable by the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title 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 made available to Parent by the 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 Leased Propertiesdefault or event of default (or event which, subject to Permitted Liens. There is no pending with notice or lapse of time, or both, would constitute a default) by the Company or any Material Company Subsidiary or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of the material Real Property or the material Leased Properties or any material portion thereof or material interest therein. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against by the other party to such lease or parties theretosublease, or person in each case, in accordance with its terms, except the chain of title to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law)such leased premises.

Real Property; Title to Assets. (a) Section 3.11(a) of the Company Disclosure Schedule lists each Each parcel of real property owned by the Company or any Company Subsidiary of its Subsidiaries (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case i) is owned free and clear of all mortgages, pledges, liens, leases, 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 offeroffer (collectively, “Liens”), other than (iA) liens Liens for current taxes Taxes and assessments not yet past due or being contested in good faithand payable, (iiB) inchoate liens mechanics’ and materialmen’s Liens for construction in progress, (iiiC) mechanics', materialmen's, workmen's’s, repairmen's’s, warehousemen's ’s and carriers' liens ’ Liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (ivD) all Liens and other imperfections of title (including matters of record) and encumbrances record that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or havewould not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect (collectively, "“Permitted Liens"). ”) and (bii) Section 3.11(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties"), with the name of the lessor and the date of the lease or sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, neither subject to the terms any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Propertiescompensation therefor, subject to Permitted Liens. There is no pending or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of the material Real Property or the material Leased Properties or any material portion thereof or material interest therein. (c) Each of the Company and the Company Subsidiaries is in compliance in all material respects with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid and binding agreement of the Company or the Company Subsidiary, as the case may be andnor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) All leases, subleases and licenses related to real property which are material to the Company’s business on a consolidated basis are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of each 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 of its Subsidiaries or, to the Company’s knowledge, by the other party theretoto such lease, enforceable against sublease or license. (c) There are no contractual or legal restrictions or other arrangements that preclude or restrict the ability of the Company or any of its Subsidiaries to use all or any portion of any real property owned or leased by the Company or any such Subsidiary for the purposes for which it is currently being used by the Company or such Subsidiary. There are no material adverse physical conditions known to the Company Subsidiarywhich materially and adversely affect the Company’s and its Subsidiaries’ ability to use any real property, as or improvements thereon, owned or leased by the Company or any such Subsidiary for the purposes for which they are currently being used. (d) Each of the Company and its Subsidiaries has good and valid title to, or, in the case may beof leased properties and assets, andvalid leasehold or subleasehold interests in, to the knowledge all of the Companyits properties and assets, against the other party tangible and intangible, real, personal and mixed, used or parties theretoheld for use in its business, in each case, in accordance with its termsfree and clear of any Liens, except for Permitted Liens or other defects of title which are not reasonably likely to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in have a proceeding in equity or at Law)Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.11(a) of the Company Disclosure Schedule lists each Each parcel of real property owned by the Company or any Company Subsidiary of its Subsidiaries (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case i) is owned free and clear of all mortgages, pledges, liens, leases, 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 offeroffer (collectively, "Liens"), other than (iA) liens Liens for current taxes Taxes and assessments not yet past due or being contested in good faithand payable, (iiB) inchoate liens mechanics' and materialmen's Liens for construction in progress, (iiiC) mechanics', materialmen's, workmen's, repairmen's, warehousemen's and carriers' liens Liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (ivD) all Liens and other imperfections of title (including matters of record) and encumbrances record that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or havewould not, individually or in the aggregate, be reasonably likely to 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 Governmental 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 3.11(b) of the Company Disclosure Schedule lists by address each parcel of All leases, subleases and licenses related to real property leased which are material to the Company's business on a consolidated basis 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 subleased 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 that is currently used in, and material to, the conduct of the business of the Company and the Company its Subsidiaries (together with all other real property leased by the Company and the Company Subsidiaries, the "Leased Properties"), with the name of the lessor and the date of the lease or sublease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of by the material Real Property other party to such lease, sublease or the material Leased Properties or any material portion thereof or material interest thereinlicense. (c) There are no contractual or legal restrictions or other arrangements that preclude or restrict the ability of the Company or any of its Subsidiaries to use all or any portion of any real property owned or leased by the Company or any such Subsidiary for the purposes for which it is currently being used by the Company or such Subsidiary. There are no material adverse physical conditions known to the Company which materially and adversely affect the Company's and its Subsidiaries' ability to use any real property, or improvements thereon, owned or leased by the Company or any such Subsidiary for the purposes for which they are currently being used. (d) Each of the Company and its Subsidiaries has good and valid title to, or, in the Company Subsidiaries is in compliance in all material respects with the terms case of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), leased properties and each such lease is a legalassets, valid leasehold or subleasehold interests in, all of its properties and binding agreement assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of the Company or the Company Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its termsany Liens, except for Permitted Liens or other defects of title which are not reasonably likely to the extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in have a proceeding in equity or at Law)Material Adverse Effect.