FairPoint Communications 2005 Annual Report Download - page 164

collection of receivables, except in the ordinary course of business consistent with past practices, (j) mortgage, pledge or other encumbrance of any material
assets of SICC or any Subsidiary, (k) increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other
reserves, other than in the ordinary course of business, and (l) payment, discharge or satisfaction of any liabilities other than the payment, discharge or
satisfaction in the ordinary course of business. For the purposes of Section 2.12(a), changes shall not be material unless the aggregate value thereof exceeds
$250,000; and, provided further that neither (x) the effects of any events, circumstances or conditions resulting from changes, developments or circumstances
in worldwide or national conditions (political, economic, or regulatory) that generally adversely affect the local, regional or national market for Cellular
Services or that generally adversely affect companies engaged in the telecommunications business (including proposed legislation or regulation by any
governmental or regulatory body or the introduction of any technological changes in the telecommunications industry), (y) any effects of competition resulting
from the offering of personal communication services or other wireless telecommunications services, nor [****](3) will constitute a material adverse change.
2.13 Title to Properties.
(a) SICC and each of the Subsidiaries have good, valid and marketable title to, or in the case of leased property, good, valid and marketable
leasehold interests in, all of their properties and assets, free and clear of all Liens except Permitted Liens; provided, however, that title to the FCC Licenses
shall be as stated in Section 2.8(a) above. No Person other than SICC or a Subsidiary owns any interest in any of such properties and assets, except with
respect to the leased property disclosed on Schedule 2.13, and all such properties and assets are in the possession and subject to the control of SICC or its
applicable Subsidiary.
(b) All owned or leased real property of SICC and each of the Subsidiaries is listed on Schedule 2.13. Schedule 2.13 sets forth the address of
each parcel of leased real property, and a true and complete list of all leases for each such leased real property (including the date and name of the parties to
such lease document). A true and complete copy of each lease to which SICC or a Subsidiary is a party has been made available to Buyer. Except as set forth
on Schedule 2.13, each such lease is in full force and effect and affords SICC and the respective Subsidiary peaceful and undisturbed possession of the
subject matter of such lease. No default or event of default on the part of SICC, any Subsidiary, or, to the Knowledge of any Shareholder, on the part of the
lessor exists under any lease. Neither SICC nor any of the Subsidiaries, nor any Shareholder has received any notice of default under any such lease, nor do
SICC, any of the Subsidiaries or the Shareholders have Knowledge that the owner of any leased property intends to terminate such lease, and, no event has
occurred which with notice or the lapse of time, or both, would constitute a default under any such lease. SICC and each Subsidiary holds all material
easements, rights-of-way and other rights necessary to own, operate and maintain its respective properties and, to SICC’s and each Shareholder’s Knowledge,
is not in breach of, or default under, any such easement, right-of-way or other right and there are no materially burdensome limitations or obligations on SICC
or any Subsidiary under any such easement, right-of-way or other right.
(3) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
and Exchange Commission.
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