Common use of Title to Real Property Clause in Contracts

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the Subsidiaries.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens Seller agrees to secure payment deliver to Purchaser upon Purchaser's request, copies of real estate taxesall title information in possession of Seller, including but not delinquent;limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. (b) ExceptionsPurchaser shall have the right to obtain, disclosed at Purchaser's sole cost and expense a title insurance commitment from a title insurance company selected by current standard ALTA Preliminary Title Reports, delivered Purchaser and an owner's policy of title insurance insuring Purchaser's title to Buyer within 15 days after the date hereof Real Property and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended related easements and rights appurtenant thereto) together with copies of all documents underlying the exceptions contained therein; and. (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies Purchaser shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and notify Seller, in writing, of any mortgages, pledges, liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title exceptions, survey objections, or zoning or similar land use violations or engineering or structural problems related to the Real Property to which Purchaser reasonably objects (the "Title Defects"). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable, legal highways, zoning ordinances or easements, restrictions, tenancies, survey matters or other title matters, and rights of way which do not interfere with the use of the Real Property as such facility is currently utilized ("Permitted Encumbrances"). Within 30 days after Seller's receipt of such notice setting forth the reason(s) for of Title Defects from Purchaser, Seller shall cure or correct any such unwillingness on Title Defect to Purchaser's reasonable satisfaction. If Seller is unable or before the Closing Date. Seller unwilling to cure any such Title Defects to Purchaser's reasonable satisfaction during such 30-day period, Purchaser shall have the right option either to seek terminate this Agreement (upon written notice to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior Seller) or to the then scheduled Closing Date, then the Closing Date (and, receive title subject to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date Defect (as may be extended as provided hereinupon written notice to Seller), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the Subsidiaries.

Title to Real Property. Prior to the Effective Date, Buyer has secured from Title to Transferred Assets consisting Guaranty of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) Hawaii, LLC (the "“Title Insurer"Company”) commitments (collectively, the “Title Commitment”) to issue to Buyer at Closing ALTA (or the local equivalents thereof) owner's extended coverage policies Owner’s Policies of Title Insurance insuring title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated Real Property, in form and content and including endorsements satisfactory to such interestsBuyer (collectively, showing the “Title Policy”). Seller shall provide customary affidavits regarding unrecorded leases, construction liens, subdivisions and covenant violations and other customary matters that are required by the Title Company to issue the Title Commitment and Title Policy and to omit standard exceptions relating to real estate taxes (excluding rollback taxes), unrecorded mechanics liens and “gap” liability, but Seller shall not otherwise be required to issue any indemnities, assurances, warranties or guaranties to induce issuance of the Title Policy. For all portions of the A&B Land that the Title Company commits to insure under the Title Commitment, ABLR and ABPHR shall convey to Buyer fee simple title to such interests by limited warranty deeds in such real property vested in Buyer subject to transfer of such interests to Buyerthe form attached hereto as Exhibit F (the “Deed”), subject only to the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Permitted Exceptions, disclosed by current standard ALTA Preliminary Title Reportsas further defined below, delivered and the Leases and any and all recorded easements, covenants, agreements and other documents provided for in this Agreement. At the Closing, ABLR and ABPHR shall convey to Buyer within 15 days after the date hereof all of their right, title and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of interest in all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness other portions of the Title Insurer to issue the Title Policies shall be evidenced either A&B Land by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Datequitclaim deeds, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such cause any affiliated entities holding title to any of the Property to convey to Buyer all of their right, title and interest in all other portions of the Property by quitclaim deeds, bills of sale or assignments, as applicable. Land shall be described in the Deeds or quitclaim deeds by the best property descriptions available without having to survey the land or otherwise incur material expense, which may include describing some such interests as properties in the pertinent Subsidiary may be able quitclaim deeds by their Tax Map Key Numbers. After Closing Seller shall upon request provide Buyer any and all records and documents of any kind or nature in Seller’s possession or control to convey, and such assist Buyer in obtaining clear title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the SubsidiariesReal Property.

Title to Real Property. Title to Transferred Assets consisting of interests in real property Buyer shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) received, at Buyer's ---------------------- sole cost and expense, from a title insurance company licensed to do business in Louisiana, a written commitment to issue a title insurance policy (the "Title InsurerPolicy") to issue ALTA (or ), naming Buyer as the local equivalents thereof) owner's extended coverage policies insured and insuring that as of the Closing Date Buyer is vested with fee title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to BuyerReal Property, subject only to non-delinquent real property taxes and assessment, the following conditions Permitted Liens and standard preprinted exceptions. Consistent with the foregoing, Buyer shall notify Seller in writing within fifteen (15) days of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate any material objections to title which are not substantial in amount and do not materially detract from or interfere with otherwise permitted pursuant to the present or intended use terms of such real propertythis Agreement. The willingness of the Title Insurer to issue the Title Policies Buyer shall be evidenced either by deemed to have waived its right to object to any such title matters and the issuance thereof or contingencies to Closing set forth in this Section 7.6 shall be deemed satisfied if Buyer shall fail to timely notify Seller as aforesaid. In the written commitments or binders of event that at Closing Seller's title to the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, Real Property shall be subject to actual transfer of exceptions other than those permitted by this Agreement and as to which Buyer shall have timely notified Seller pursuant to the real property in question. If preceding sentence, Seller shall have the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Selleroption, in writingits sole discretion, notice setting forth the reason(sto either (x) for take no action with respect to such unwillingness on or before the Closing Date. Seller exceptions, in which event Buyer shall have the right to seek either terminate this Agreement in accordance with Section 8.1 hereof or to cure close this transaction without any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the abatement or other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment reduction in the Purchase Price. If the parties cannot agree upon , (y) take such equitable adjustment, then the disagreement action as Seller shall deem to be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such reasonably necessary to transfer title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect Real Property subject only to the same as the Title Insurer is willing to issueexceptions provided for in this Agreement, in which case such interests event Seller shall be conveyed as part entitled to a reasonable adjournment of the Transferred Assets without reduction date of Closing, not to exceed thirty (30) days, to eliminate such exceptions, but if Seller shall be unsuccessful in eliminating such exceptions as of such adjourned date and if Buyer is not willing to close, this Agreement shall automatically be terminated, or (z) ▇▇▇▇▇ the Purchase Price in the amount reasonably required by the title company to eliminate the exceptions not provided for in this Agreement. No action taken by Seller to cure or remove any credit or allowance against purported title exception shall be an admission that such purported title exception is not among the same and without any other liability on the part of Seller or the Subsidiariestitle exceptions subject to which Buyer has agreed to accept title.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens The Owned Real Property comprises all real property owned by Seller and used in connection with the Business. Except as set forth in SCHEDULE 4.1.20, Seller has good and marketable fee simple title to secure payment all of the Real Property shown on SCHEDULE 1.1(B) as being owned by it, free and clear of all liens, mortgages, pledges, restrictions, encumbrances and other exceptions whatsoever other than real estate taxes, taxes not delinquent;yet due and payable; and easements for services to the properties that in the aggregate do not materially and adversely affect or interfere with the use of such properties in the Business. The Real Property has direct vehicular access to a public street. (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on On or before the Closing DateDate (the "INSPECTION DATE"), Buyer may deliver to Seller a statement of any objections to Seller's title, excluding the encumbrances permitted under subsection (a) above, and may notify Seller in writing of the nature of such objections. If objections to title are made as provided above, Seller shall have the right to seek use reasonable efforts to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days objections prior to Closing after receipt of Buyer's statement. If Seller fails to cure the then scheduled Closing Dateobjections prior to Closing, then Buyer may, by delivery of written notice to Seller, either (i) terminate this Agreement; (ii) elect to consummate the Closing Date purchase of the Business in the same manner as if there had been no title objections; or (and, to iii) cure the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite title objections at Seller's efforts reasonable expense, not to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyerexceed $100,000, and without affecting treat that expense as a credit against the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Base Purchase Price. If On or before the parties canInspection Date, Buyer may cause to be prepared, at its expense, a survey of all or some of the Real Property. Buyer's failure to undertake any such investigation or make any objection shall not agree upon such equitable adjustmentwaive, then the disagreement shall be resolved invalidate or otherwise affect any representation, warranty, covenant or other provision herein or in accordance with Section 2.14any deed or other document of Seller. Notwithstanding the foregoing, Buyer may accept such title shall not be required to object to any such interests as the pertinent Subsidiary encumbrance that may be able to conveyremoved solely by the payment of money, such as mortgages or liens, and such title insurance encumbrances shall be satisfied or canceled of record by Seller at Closing. Seller shall allow no encumbrances to be placed or granted with respect to the same as Real Property from the Title Insurer is willing to issue, in which case such interests shall be conveyed as part date hereof through the Closing Date without the prior written consent of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the SubsidiariesBuyer.

Title to Real Property. Title to Transferred Assets consisting of interests in (a) The Realty comprises all real property shall have been evidenced currently owned or leased by Seller and used in, or in connection with, the willingness operation of Fidelity National Title Insurance Company the Business. Except with respect to the Leased Realty, Seller has good and marketable fee simple title to all of the Realty, free and clear of all material liens, mortgages, pledges and Exhibit 2.4 (or an Affiliate thereofcontinued) encumbrances whatsoever other than the following permitted encumbrances (collectively, the "Title InsurerPermitted Encumbrances"): (i) real estate taxes not yet due and payable; and (ii) easements, rights of way, mineral rights or other similar reservations and restrictions that are set forth in the deeds to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested and that in Buyer subject to transfer the aggregate do not materially and adversely affect or interfere with the use of such interests to Buyer, subject only to property in the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent;Business. (b) ExceptionsWith respect to the Leased Realty: (i) the Existing Lease is in full force and effect; (ii) Seller has the right to sublease the Leased Realty on the terms set forth in the Sublease Agreement; and (iii) neither Seller nor, disclosed to the best of Seller's knowledge, the landlord thereunder is in default under the terms of the Existing Lease, nor has an event occurred that, but for the giving of notice or the passage of time, would constitute such a default by current standard ALTA Preliminary Title ReportsSeller or, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date best of delivery (as indicated by BuyerSeller's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; andknowledge, such landlord. (c) Other possible minor matters that On or before January 22, 1996 (the "Inspection Date"), Buyer shall deliver to Seller a statement of any objections to Seller's title, excluding the Permitted Encumbrances, and shall notify Seller in writing of the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use nature of such real propertyobjections. The willingness of If objections to title are made as provided above, Seller shall use reasonable efforts to cure the Title Insurer objections prior to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it but shall not be required to provide expend in excess of $10,000. If Seller fails to cure the objections within such period, Buyer and may, by delivery of written notice to Seller, in writing, notice setting forth either (i) terminate this Agreement; (ii) elect to consummate the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions purchase of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included Business in the Transferred Assets and same manner as if there had been no title objections (in which event Buyer shall be deemed to be Excluded Assetshave waived such objections); or (iii) cure the title objections at Seller's reasonable expense, not to exceed $25,000, and liabilities associated therewith treat that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in expense as a credit against the Purchase Price. If On or before the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoingInspection Date, Buyer may accept such shall cause to be prepared, at its expense, a survey of each parcel of Realty certified by a registered land surveyor, showing the boundaries and the acreage of each parcel of Realty, and the location of all easements, buildings, improvements and encroachments, if any, located thereon. Buyer's objections to title to any such interests as the pertinent Subsidiary may be able to convey, and based solely on such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the Subsidiariessurveys.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien Following the Signing Date, Sellers shall use commercially reasonable efforts to, as promptly as practicable, (i) to the extent in the possession or liens to secure payment control of real estate taxesSellers, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary provide the Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with Company copies of all documents underlying the exceptions contained therein; and most recent existing title policies (cif any) Other possible minor matters that in with any Sellers as the aggregate are not substantial in amount and do not materially detract from insured with respect to the Real Property or interfere with any portion thereof, order the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue for such Title Policies within and cause the Title Company to perform a reasonable time after real property title search with regard to the Closing DateOwned Real Properties and the Leased Real Properties, subject and to actual transfer deliver to Buyers and to Sellers a commitment to issue a Title Policy (each, a “Commitment,” and together, the “Commitments”) to be issued by the Title Company with regard to the fee interests in the Owned Real Properties and the leasehold interests in the Leased Real Properties and (ii) to the extent in the possession or control of Sellers, provide the Surveyor copies of the real property in questionmost recent existing surveys (if any) of the Real Property or any portion thereof, order the surveys and cause the Surveyor to complete and deliver to Buyers current as-built, ALTA/ACSM surveys for the Owned Real Properties and the Leased Real Properties (collectively, the “Surveys”). If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller Buyers shall have the right to seek determine the insured value under each Commitment for each Owned Real Property and Leased Real Property; provided, however, that the aggregate amount of all such values shall not exceed an amount equal to the Base Price, minus the Assigned Drop Value of any Rejected Properties. The cost of obtaining the Commitments and the Surveys shall be borne in accordance with Section 9.4(b). Buyers may, no later than thirty (30) days after receipt of a Commitment and Survey for a Station Property (the “Title Objection Date”), deliver written notice to Sellers of any matter set forth in such Commitment (excluding any Liens or matters created by Buyers’ examination or inspection of the Assets including any entry upon any Real Property in connection therewith) or Survey that is unacceptable to Buyers (such matters being collectively referred to herein as “Defects,” and each a “Defect”). If Buyers do not deliver such written notice to Sellers on or before the applicable Title Objection Date, Buyers shall be deemed to have waived any right to object to any title matter, or any other matter set forth in the applicable Commitment or Survey, shall accept title with respect to such Owned Real Property or the Leased Real Property, and shall proceed to the Closing without any reduction in the Purchase Price with respect to same. Notwithstanding anything to the contrary herein, the following shall be deemed Defects whether or not included in a notice of Defect and whether or not any notice of Defect is delivered by Buyers: (i) any liens and encumbrances securing payment of money, (ii) any lis pendens or judgment Liens, and (iii) all matters (including Liens and requirements set forth in the Commitments) related to violations of Law or Permits and (iv) any Lien created or placed on any of the Assets in violation of Section 5.2(j) (collectively, the items described in clauses (i) through (iv), the “Non-Permitted Encumbrances”). (b) If, on or before the applicable Title Objection Date, Buyers deliver written notice to Sellers of a Defect, Sellers shall, within fifteen (15) days after receiving such notice, notify Buyers in writing whether Sellers will or will not attempt to cure such Defect. Failure by Sellers to deliver such notice shall be deemed Sellers’ election not to cure such Defect; provided, however, that the preceding sentence shall not apply to Non-Permitted Encumbrances, which Sellers shall attempt to cure if Buyers deliver written notice of any defect which is such Non-Permitted Encumbrances to Sellers. If Sellers elect (or are deemed to have elected) not to attempt to cure a Defect, then, the reason Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such unwillingness, andDefect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or, if the amount to cure such notice Defect, as determined in accordance with the foregoing, exceeds 15.0% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such Real Property, at Buyers’ option, such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Title Insurer is given less than ten business days prior Assigned Drop Value assigned to the then scheduled Closing applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Excluding the matters described in the last sentence of Section 5.6(a), any title matters that are not objected to by Buyers on or before the applicable Title Objection Date, then or are objected to and cured (or not cured but are waived by Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Section 5.6(b) to attempt to cure a Defect other than any Enumerated Closing Defect, but at the time of the Closing Date (and, such Defect has not been cured or insured over at Sellers’ cost to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein)Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the election of BuyerPurchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and without affecting Buyers to cure such Defect or to account for any diminution in the other conditions value of the parties to consummation applicable Real Property resulting from the existence of the Transactions, such real property interests not covered by Defect and upon application of such a Title Policy shall not be included in the Transferred Assets and Purchase Price reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or (ii) the applicable Real Property shall be Excluded Assetsdesignated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. (i) Notwithstanding the previous sentence, for each Defect affecting each Real Property set forth on Appendix A hereto (each such Defect, an “Enumerated Closing Defect and each such Real Property, an “Affected Property”), at any time and from time to time after Closing, (A) Sellers may (but shall have no obligation to) attempt to cure such Enumerated Closing Defect, and liabilities associated Sellers shall promptly pay for all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, settlement payments, payments to third parties and/or title insurance premiums (including the cost of any applicable endorsement) incurred by Sellers in connection therewith (“Seller Cure Costs”), provided that would otherwise prior to commencing any cure effort Seller shall obtain the consent of Buyers for such cure plan, which consent shall not be Assumed Liabilities unreasonably withheld or delayed (it being understood that if Seller provides prior written notice of such cure plan to Buyer and Buyer fails to object thereto within fifteen (15) Business Days, Buyer’s consent with respect to such cure plan shall be deemed to have been granted) at any time Buyers may elect to require Sellers to cease such cure efforts and Buyers may, without prejudice to any right or remedy with respect to such Enumerated Closing Defects, elect to attempt to cure such Enumerated Closing Defects, and (B) Buyers may (but shall have no obligation to) attempt to cure such Enumerated Closing Defect, and Sellers shall promptly pay and reimburse Buyers for all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, settlement payments, payments to third parties and/or title insurance premiums (including the cost of any applicable endorsement) incurred by Buyers in connection therewith (“Buyer Cure Costs”). Prior to commencing an effort to cure an Enumerated Closing Defect, the Party electing to cure the Defect shall consult with the other Party and consider such input as the other Party may provide and shall regularly update the other party with respect to the curing Party’s cure efforts with respect to the Enumerated Closing Defect, and the curing Party shall give the other party reasonable advance notice of any proposed settlement payments in advance of contracting for and paying such payments. Buyers shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ access to the applicable Affected Property in accordance with the Access Agreement to the extent necessary to cure an Enumerated Closing Defect that would require Sellers to have physical access to the applicable Affected Property in order to effect the cure, and (C) Sellers jointly and severally shall indemnify Buyers for all Losses to them as consequence of any Enumerated Closing Defects, subject to limitations specified below in this Section 5.6(c). (ii) For each defect affecting each Real Property set forth on Appendix B hereto (each such Defect, a “Title Requirement Defect” and together with an “Enumerated Closing Defect, a “Closing Defect”), at any time and from time to time after Closing, Sellers will use reasonable efforts to cure such Title Requirement Defects, and Sellers shall promptly pay for all Seller Cure Costs incurred therewith, provided that Sellers shall regularly consult with and apprise Buyer of their efforts to cure such Title Requirement Defects. (iii) In addition to (A) through (C) of Subsection 5.6(c)(i), inclusive, (A) if the cost to cure all remaining Enumerated Closing Defects at an Affected Property, as mutually agreed by Seller and Buyer, acting reasonably, or (B) if the Losses reasonably estimated by Buyer with respect to all Enumerated Closing Defects at such Affected Property (the “Estimated Losses”), in the case of either (A) or (B), exceed in the aggregate 15.0% of the value specified in Column F of Appendix A (and in the instance of each of (A) and (B) inclusive of, as to the applicable Affected Site, any Losses or Seller Cure Costs paid and Buyer Cure Costs reimbursed), then either the Sellers or Buyers may provide written notice (the “Put Notice”) of an election to require Buyers to convey and Sellers to accept title to the applicable Affected Property (each Affected Property subject to such a notice, a “Put Affected Property”), in accordance with the notice requirements of Section 11.6 of the Agreement. Upon receipt of a Put Notice, within ten (10) Business Days of receipt, the recipient may send a written notice (the “Put Challenge Notice”) challenging the eligibility of the applicable Put Affected Property for a Put Notice because Estimated Losses under clause (B) do not exceed 15.0% of the value specified in Appendix A for a Put Affected Property. Failure to timely deliver a Put Challenge Notice shall mean the Put Notice provided is deemed accepted and a closing for the Put Affected Property shall proceed as provided below. With respect to a timely Put Challenge Notice, if the Parties cannot thereafter agree whether the Estimated Losses under clause (B) with respect to the Affected Property exceeds 15.0% of the value specified in Appendix A within ten (10) Business Days of the receiving Party’s receipt of the Put Challenge Notice, the Estimated Losses under clause (B) will be Excluded Liabilities; reserved for a determination by the Accounting Referee whose decision on Estimated Losses shall be final and binding and shall be rendered with thirty (30) days of the Buyers and Sellers making their respective submissions to the Accounting Referee, such submissions to be provided to the Accounting Referee within twenty (20) days of being retained to render a decision on the matter. Notwithstanding the Accounting Referee determining that Estimated Losses do not exceed 15.0% of the value specified in Appendix A for a Put Affected Property, such property remains eligible for a Put Notice at such future time as any of condition (A) or (B) is satisfied. For the avoidance of doubt, neither Buyers nor Sellers may send a Put Challenge Notice with respect to Estimated Losses under clause (A). (iv) Sellers shall acquire each such Put Affected Property from Buyers at a purchase price equal to the value assigned to the applicable Put Affected Property in Column F of Appendix A less any amounts previously paid to Buyers under the provisions of this Section 5.6 with respect to an Enumerated Defect for such Put Affected Property, plus the amount of any applicable Buyer Cure Costs or Losses not previously reimbursed or paid to Buyers by Sellers but due and outstanding to Buyers plus the amount expended by the Buyers for any remodel, development, construction or alteration for the improvements at the Put Affected Property (such sum, the “Repurchase Price”). All such amounts shall be paid in immediately available funds pursuant to wire instructions provided by Buyers to Sellers in writing. The applicable Buyer shall transfer title to the Put Affected Property to the designated Seller, or its designee, upon receipt of the Repurchase Price, subject to the Enumerated Closing Defects and any Permitted Real Property Encumbrances and any other matters affecting title to such Put Affected Property at the time of Closing (an “Existing Encumbrance”), but excluding any Liens that are not an Enumerated Defect or an Existing Encumbrance, and Buyers shall make no representations or warranties or provide any indemnification with respect thereto. Any such purchase shall be made pursuant to a special warranty deed in form and substance substantially similar to the deed by which the applicable Buyer acquired such Put Affected Property (with only such changes as are required by applicable Laws or permitted by such Seller and Buyer), and other transfer documents in form and substance reasonably acceptable to each of the applicable Seller and Buyer. Any and all transfer taxes, escrow fees, and recording fees in each case, in connection with the transactions contemplated by this Section 5.6(c) with respect to a Put Affected Property shall be borne solely by the Seller (and shall not count towards the satisfaction of, nor reduce, the Closing Defect Indemnification Cap (as defined below)). Title insurance premiums shall be the sole responsibility of the Seller (and shall not count towards satisfaction of, nor reduce, the Closing Defect Indemnification Cap), and Buyer and Seller shall negotiate each be responsible for their attorney fees incurred in good faith prior to connection with closing for the Put Affected Property (with the Seller’s attorney fees not counting towards satisfaction of, nor reducing, the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Defect Indemnification Cap). (v) Notwithstanding the foregoingforegoing in Subsection 5.6(c)(i) through (iv), Buyer may accept inclusive, or any other provision contained in Section 5.6(c), (A) the maximum amount of any reasonable, out of pocket incurred and paid Seller Cure Costs up to $2,000,000 plus any reasonable, out of pocket Seller Cure Costs where such title to any such interests as the pertinent Subsidiary may be able to convey, Seller Cure Costs are incurred and such title insurance paid after receiving consent from Buyers with respect to such Seller Cure Costs (collectively, the same as “Counted Seller Cure Costs”), (B) reimbursed Buyer Cure Costs and (C) Losses indemnified and paid to Buyer under Section 5.6(c) of this Agreement, on account of a Closing Defect, including such amounts that count towards Estimated Losses, is limited to an aggregate amount of Seventy-Seven Million Nine Hundred Seventy Thousand Five Hundred and Seventy-Two and 65/100 Dollars ($77,970,572.65) (the Title Insurer is willing to issue“Closing Defect Indemnification Cap”). Accordingly, in which case such interests the Closing Defect Indemnification Cap shall be conveyed as part reduced dollar for dollar for each of the Transferred Assets without reduction following: (i) Counted Seller Cure Costs, (ii) Seller reimbursed Buyer Cure Costs, (iii) amounts paid by Seller to indemnify Buyer for Losses stemming from a Closing Defect, and (iv) any amounts any of the Purchase Price or Sellers pay to a title insurance company on account of a claim under a Buyer title insurance policy with respect to an Enumerated Closing Defect. Additionally, as Seller and/or Buyer cure all Title Requirement Defects with respect to any credit or allowance against applicable Station Property, the same and Closing Defect Indemnification Cap, automatically, without any other liability on action of the part of Seller or Buyer, shall be reduced by the Subsidiaries.amount of the Indemnification Value with respect to such Station Property specified in Column F on Appendix B

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien Seller has delivered, or liens will be delivering, to secure payment Purchaser a copy of real estate taxesits existing title insurance policy pertaining to the Real Property. Purchaser will request a title commitment pertaining to the Real Property (the “Commitment”) from Chicago Title Insurance Company, not delinquent; in its capacity as title company (b) Exceptions, disclosed by current standard ALTA Preliminary the “Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended theretoCompany”) together with copies of all documents underlying relating to the title exceptions contained therein; andreferred to in such Commitment, copies of which shall be provided to Seller. (b) Seller shall deliver to Purchaser copies of any existing surveys of the Real Property in Seller’s possession and control (the “Existing Survey”). Purchaser shall obtain updates or revisions to the Existing Survey or commission a new survey of the Real Property (collectively, the “Surveys”) after the Effective Date, which Surveys shall include an accurate legal description of the Land, and copies of which shall be provided to Seller and the Title Company. The Surveys shall be at Purchaser’s sole cost and expense. Promptly after Purchaser's receipt of the Surveys and delivery thereof to Purchaser, Seller and Purchaser shall mutually approve the legal description of the Land, which approval shall not be unreasonably withheld, and Schedule 1(a)(i) attached hereto shall be automatically amended to include same. (c) Other possible minor matters that in On or before 5:00 p.m. (Eastern Time) on the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness last day of the Title Insurer to issue Due Diligence Period (as defined below) (the “Objection Date”), Purchaser shall notify Seller in writing (the “Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders Objection Notice”) of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy title exceptions identified on the Closing Date Commitment or items on the Surveys which Purchaser disapproves, except for Liquidated Defects (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties hereinafter defined) to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and which Purchaser shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities have objected without the necessity of such notice. “Title Due Diligence Period” shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to mean the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability period commencing on the part of Seller or Effective Date and ending sixty (60) days following the Subsidiaries.Effective Date at 5:00 p.m.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens Seller agrees to secure payment deliver to Purchaser upon Purchaser's request, copies of real estate taxesall title information in possession of Seller, including but not delinquent;limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. (b) ExceptionsPurchaser shall have the right to obtain, disclosed at Purchaser's sole cost and expense a title insurance commitment from a title insurance company selected by current standard ALTA Preliminary Title Reports, delivered Purchaser and an owner's policy of title insurance insuring Purchaser's title to Buyer within 15 days after the date hereof Real Property and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended related easements and rights appurtenant thereto) together with copies of all documents underlying the exceptions contained therein; and. (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies Purchaser shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and notify Seller, in writing, of any mortgages, pledges, liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title exceptions, survey objections, or zoning or similar land use violations or engineering or structural problems related to the Real Property to which Purchaser reasonably objects (the "Title Defects"). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable, legal highways, zoning ordinances or easements, restrictions, tenancies, survey matters or other title matters, and rights of way which do not interfere with the use of the Real Property as such facility is currently utilized ("Permitted Encumbrances"). Within 30 days after Seller's receipt of such notice setting forth of Title Defects from Purchaser, Seller shall cure or correct any such Title Defect to Purchaser's reasonable satisfaction. If Seller is unable or unwilling to cure any such Title Defects to Purchaser's reasonable satisfaction during such 30-day period, Purchaser shall have the reason(soption either to terminate this Agreement (upon written notice to Seller) for or to receive title subject to such unwillingness on or before the Closing Date. Seller Title Defect (upon written notice to Seller). (d) Purchaser shall have the right to seek request that the title insurance company update title matters up to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten 10 business days prior to the then scheduled Closing Date for any changes which may have arisen between the date of the original title search and the Closing Date. If such update indicates that any Title Defects have been placed of record since the date of Purchaser's original title search, and Purchaser reasonably objects thereto in writing, then the Closing Date (and, to the extent necessary, the Termination Date) Seller shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue cure or correct any such Title Policy Defect on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith or prior to the Closing an equitable adjustment in the Purchase PriceDate to Purchaser's reasonable satisfaction. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title Seller is unable or unwilling to cure any such interests as Title Defect, Purchaser shall have the pertinent Subsidiary may be able option to convey, and either to terminate this Agreement (upon written notice to Seller) or to receive title subject to such title insurance with respect Title Defect (upon written notice to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the SubsidiariesSeller).

Title to Real Property. Title At the Closing, Lessor shall convey to Transferred Assets consisting Lessee marketable and insurable fee simple title to the Real Property, by execution and delivery of interests a Statutory Warranty Deed to the Real Property in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) a form reasonably acceptable to Lessee (the "Title InsurerDeed") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date ). Evidence of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount marketable and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies insurable fee simple title shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing DateCompany of an ALTA extended coverage Owner's Policy of Title Insurance (Form B, then the Closing Date (and, to the extent necessary, the Termination DateRev. 10/17170) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included with liability in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction amount of the Purchase Price or any credit lesser sum as may be approved by Lessee, in Lessee's sole discretion (the "Title Policy") insuring fee simple title to the Real Property in Lessee, subject only to (i) easements, reservations, restrictions and other matters referred to as special exceptions in the Owner's Policy of Title Insurance approved by Lessee in writing; (ii) other exceptions created or allowance suffered by Lessor following the Effective Date that have been approved by Lessee in writing; (iii) utility and other easements granted by Lessor following the Effective Date required for the use of the Property as a regional events center facility; and (iv) any liens, encumbrances or defects created or incurred by Lessee after the Effective Date (all of which are referred to in this Agreement as 'Permitted Exceptions"). The Title Policy shall include the following endorsements: (a) survey endorsement (WLTA form 116.1); (b) access to public right of way (WLTA form 103.7); (c) contiguity (CLTA form 116.4); (d) environmental liens (ALTA form 8.1); and (e) legal lot endorsement as to Property constituting validly subdivided legal lots. The indemnification of the title Company by Lessor, or the Contractor to induce the Title Company to insure over any otherwise unpermitted exceptions to title shall not be allowed except with the prior written consent of Lessee in its sole discretion after full disclosure to Lessee of the nature and substance of the unpermitted exception and the nature of the indemnity. The Title Policy shall provide full coverage against construction liens arising out of the same and without any other liability construction of the Public Facilities District Improvements on the part of Seller or the SubsidiariesProperty.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien Prior to the date of this Agreement, Home Savings has provided to IBC, for the real property fee interest associated with the Castle Hills Branch, a commitment issued by the Title Company to issue the Title Policy (a "Title Commitment"), showing fee title vested in Home Savings free and clear of all liens or liens other title exceptions, except for (i) taxes not then delinquent, (ii) laws, ordinances and governmental regulations regulating the use, or occupancy of the Branch, the character, dimensions or locations of the improvements; provided that none of the same are materially violated by the continued use of any portion of the Branch for the purpose for which it has been customarily used by Home Savings, (iii) printed standard general exceptions listed in Schedule B, Part I of the Title Commitment, (iv) matters created by Home Savings after the date of this Agreement with the written consent of IBC, (v) matters discovered by an inspection or survey that do not make title unmarketable, or (vi) matters listed on SCHEDULE 5.7(A) to secure payment this Agreement (all of real estate taxes, not delinquent;the matters described in clauses (i) through (vii) above are collectively referred to herein as "Permitted Exceptions"). (b) Exceptions, disclosed IBC has approved the condition of title to the real property fee interests associated with the Castle Hills Branch as of the date of this Agreement as shown on the Title Commitment. Should any title exceptions other than any of the Permitted Exceptions arise or be reported by current standard ALTA Preliminary the Title Reports, delivered to Buyer within 15 days Company after the date hereof and approved by Buyer within 15 days after prior to the date of delivery (Closing Date with respect to the Castle Hills Branch, Home Savings shall have until the Closing Date to take such actions as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of necessary to cause the Title Insurer Company to issue the Title Policies Policy without such exceptions. IBC agrees to take all action reasonably necessary to assist in the removal or other disposition of such unpermitted exceptions and to cooperate with Home Savings in negotiating reasonable accommodations with the holders of any unpermitted exceptions, provided, that nothing herein shall be evidenced either require IBC to (i) pay any monies for such removal or disposition of unpermitted exceptions or to such holders of unpermitted exceptions or (ii) comply with any commercially unreasonable conditions in connection with such removal or disposition of unpermitted exceptions. If Home Savings fails to remedy any unpermitted exception objected to by IBC in accordance with the issuance thereof or the written commitments or binders of terms hereof, IBC may, at its option: (i) waive any such disapproval, in which case Home Savings shall have no further liability to IBC with respect to such unpermitted exception, and such unpermitted exception shall constitute a Permitted Exception to the Title Insurer Policy, or (ii) terminate this Agreement by notice to issue Home Savings, provided if IBC does not waive such Title Policies within a reasonable time after the exceptions pursuant to Section 5.7(b)(i) prior to sixty (60) days before that scheduled Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller Home Savings shall have the right to seek terminate this Agreement by notice to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the SubsidiariesIBC.

Title to Real Property. (a) Prior to the date of this Agreement, Sellers have (i) caused the Title Company to Transferred Assets consisting of interests in perform a real property shall have been evidenced by title search with regard to the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (Owned Real Properties and the "Title Insurer") Leased Real Properties, and to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of deliver to Buyers and to Sellers a commitment for title insurance (latest Form Beach, a “Commitment,” and together, the “Commitments”) (to be issued by the "Title Policies") in amounts equal Company with regard to the respective portions of the Purchase Price allocated to such interests, showing title to such fee interests in such real property vested the Owned Real Properties and the leasehold interests in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: Leased Real Properties and (aii) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 Buyers current as-built, ALTA/ACSM surveys for the Owned Real Properties and the Leased Real Properties (collectively, the “Surveys”). The cost of obtaining the Commitments and the Surveys shall be borne in accordance with Section 9.4(b). Buyers may, no later than thirty (30) days after the date hereof and approved by Buyer within 15 days after Effective Date (the date “Title Objection Date”), deliver written notice to Sellers of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that any matter set forth in the aggregate are not substantial Commitments (excluding any Liens or matters created by Buyers’ examination or inspection of the Assets including any entry upon any Real Property in amount connection therewith) or the Surveys that is unacceptable to Buyers such matters being collectively referred to herein as “Defects,” and each a “Defect”). If Buyers do not materially detract from or interfere with the present or intended use of deliver such real property. The willingness of the Title Insurer written notice to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness Sellers on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Objection Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and Buyers shall be deemed to be Excluded Assetshave waived any right to object to any title matter, or any other matter set forth in the Commitments and the Surveys, shall accept title to the Owned Real Properties and the Leased Real Properties, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior proceed to the Closing an equitable adjustment without any reduction in the Purchase Price. If Notwithstanding anything to the parties cannot agree upon such equitable adjustmentcontrary herein, then the disagreement following shall be resolved deemed Defects whether or not included in a notice of Defect and whether or not any notice of Defect is delivered by Buyers (i) any liens and encumbrances securing payment of money, (ii) any lis pendens, and (iii) all matters related to violations of Law or Permits. (b) If, on or before the Title Objection Date, Buyers deliver written notice to Sellers of a Defect, Sellers shall, within fifteen (15) days after receiving such notice, notify Buyers whether Sellers will or will not attempt to cure such Defect. Failure by Sellers to deliver such notice shall be deemed Sellers’ election not to cure such Defect. If Sellers elect (or are deemed to have elected) not to attempt to cure a Defect, then, the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect or, if the amount to cure such Defect, as determined in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept exceeds 12.5% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such title Real Property, at Buyers’ option, such Real Property shall be designated as a Rejected Property or would reasonably be expected to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issuedo so, in which case such interests the Purchase Price shall be conveyed as reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Transferred Assets without reduction being transferred hereunder. Any title matters that are not objected to by Buyers on or before the Title Objection Date, or are objected to and cured (or not cured but are waived by Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Section 5.7(b) to attempt to cure a Defect, but at the time of the Closing such Defect has not been cured or insured over at Seller’s cost to Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any credit diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect or allowance against (ii) the same applicable Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and without any other liability on the such affected Real Property shall no longer be a part of Seller the Assets being transferred hereunder. (d) If at any time after the later of the date that Buyers deliver notice of a Defect or the SubsidiariesTitle Objection Date (i) a Commitment or Survey is amended, (ii) the Title Company or the surveyor otherwise discloses to Buyers or Sellers a new matter or materially amends any matter previously approved or deemed approved by Buyers, or (iii) the Title Company materially amends the terms under which the Title Company is willing to issue its policy of title insurance, then Buyers shall have ten (10) Business Days from its receipt of notice of such amendment or disclosure, together with legible copies of all documents mentioned in such amendment or disclosure, to deliver a notice of Defect to Sellers. (e) If a third party exercises a right of first refusal in respect of any Real Property, including the Real Property Leases more particularly described in Schedule 1.1(iv), such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Sellers shall provide Buyers with written notice of any such exercise of a right of first refusal promptly following receipt thereof.

Title to Real Property. Title to Transferred Assets consisting of interests in real property Each party shall have been evidenced by received written evidence of the willingness of Fidelity National Lawyers Title Insurance Company Corporation (or an Affiliate thereof) (; the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies standard Form T-1 Texas Owner Policies of title insurance (latest Form B) Title Insurance (the "Title Policies") in amounts equal to the respective portions of the Purchase Exchange Price allocated to such interests, showing the Owned Real Property of the other party. The Title Policies shall insure that Purchasing Party has good and indefeasible fee simple title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyerthe CCS Owned Real Property and the MPH Owned Real Property, as applicable, subject only to the following conditions of titlePermitted Liens and Encumbrances and the standard printed exceptions with those standard permitted exceptions amended or deleted as follows: (ai) A lien the survey exception must be amended to read "shortages in area" only (the survey exception will only be so amended if the Purchasing Party obtains a current survey of the applicable property satisfactory to the Title Insurer for such purpose); (ii) the exception for taxes must be completed with only the current year filled in and must be annotated "not yet due and payable"; (iii) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the a current survey of the applicable property); and (iv) no liens will be shown on Schedule B other than, if applicable, any liens that may be referred to secure payment in this Agreement as being part of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered the title being conveyed to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real propertya Purchasing Party. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it the Purchasing Party shall be required to provide Buyer and Sellerprovide, within one (1) business day after being notified of the Title Company's unwillingness, but in no event later than the Closing Date, to Transferring Party, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Dateunwillingness. Seller The Transferring Party shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer Purchasing Party is given less than ten five (5) business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten (10) business days after the date of such notice, to provide to Seller the Transferring Party such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the Subsidiaries.

Title to Real Property. Title to Transferred Assets consisting of interests in real property Buyer shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof obtain and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Sellerwithin three (3) days following Buyer's efforts to cure, the receipt: a Commitment for an Owner's Policy of Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance Insurance with respect to the same as Property (the “Title Commitment”) from a nationally-recognized title insurance company selected by Buyer (“Title Company”), and (b) copies of all recorded documents referred to on Schedule B of the Title Insurer is willing Commitment as exceptions to issue, in which case such interests coverage (the “Title Documents”). Seller has obtained and provided to Buyer a copy of Seller's most recent as-built ALTA survey of the Property (the “Existing Survey”). Buyer and Seller acknowledge and agree that at Closing the Property shall be conveyed subject only to (i) applicable zoning and building ordinances and land use regulations, (ii) all valid and enforceable easements, conditions and restrictions of record as part of the Transferred Assets without reduction Effective Date, including those shown in the Title Commitment (excluding any liens arising by or through Seller, mortgages, deeds of trust and related financing documentation secured by the Property), (iii) such state of facts as disclosed in the Existing Survey and any additional state of facts disclosed by (or which would be disclosed by) a current and accurate ALTA survey of the Purchase Price Real Property (the “Current Survey”), (iv) the lien of taxes not yet due and payable, (v) any exceptions caused by Buyer, its authorized agents, representatives or any credit or allowance against the same and employees, (vi) such other exceptions as a nationally recognized title insurance company shall commit to insure over, without any other liability on the part additional cost to Buyer, whether such insurance is made available in consideration of payment or, bonding, indemnity of Seller or otherwise, with Buyer's approval, and (vii) the SubsidiariesLeases (the foregoing exceptions described in clauses (i) through (vii) being herein collectively called the “Permitted Exceptions”). Notwithstanding any provision to the contrary contained in this Agreement or any of the documents to be executed in connection herewith or pursuant hereto, any or all of the Permitted Exceptions may be omitted by Seller in the Deed without giving rise to any liability of Seller, irrespective of any covenant or warranty of Seller contained in the Deed (which provisions shall survive the Closing and not be merged therein).

Title to Real Property. Title to Transferred Assets consisting of The term "Owned Properties" as used herein means (x) all real property and interests in real property shall have been evidenced owned in fee by any of KFBC, the willingness of Fidelity National Title Insurance Company Companies, or the Subsidiary as set forth on Schedule 4(g)-1 and (or an Affiliate thereofy) the North Tulare facility, owned by Kraft and located in Tulare, California (the "Title InsurerTulare Facility") to issue ALTA (or and the local equivalents thereof) owner's extended coverage policies portion of title insurance (latest Form B) the Anaheim facility (the "Title PoliciesAnaheim Facility") located in amounts equal to Anaheim, California constituting the respective portions leased premises under the Lease Agreement (each of the Purchase Price allocated properties described in clauses (x) and (y) is referred to such interests, showing title individually as an "Owned Property"). Sellers shall use all commercially reasonable efforts to such interests in such real property vested in Buyer subject to transfer of such interests obtain and deliver to Buyer, subject only prior to the following conditions Closing, current surveys (the cost of title: which shall be divided equally) of all properties listed on Schedule 4(g)-2 (the "Surveyed Properties"), provided, however, (a) A lien or liens Seller's delivery of said surveys prior to secure payment the closing of real estate taxesthe transaction contemplated hereby shall not be considered a condition to Buyer's obligation to purchase the Shares and the Other Assets and to assume the Assumed Liabilities, not delinquent; and (b) ExceptionsSeller's failure to deliver said surveys (i) shall not be considered a default under this Agreement and (ii) shall not delay the Closing. Sellers shall obtain, disclosed by current standard ALTA Preliminary prior to the Closing, title commitments from Chicago Title ReportsInsurance Corporation for each Owned Property. Provided Sellers shall not be required to expend any monies, post any bonds or act as a surety to the title insurance company, Sellers shall, at or prior to the Closing, deliver or cause to be delivered such commercially reasonable affidavits, certificates, information and instruments of indemnification as shall be reasonably required to Buyer within 15 days after induce the date hereof title insurance company to issue owners' title insurance policies covering the Owned Properties (i) free of any exceptions for (x) rights of parties in possession other than the insured and approved by Buyer within 15 days after the date of delivery (as indicated by Buyery) mechanics' and materialmen's signature of approval appended theretoliens and (ii) together with endorsements regarding extended coverage, zoning, non-imputation access and/or location. Sellers have made available to Buyer complete copies of all documents underlying title insurance commitments, title insurance policies and surveys in their, the exceptions contained therein; and (c) Other possible minor matters that in Companies' and the aggregate are not substantial in amount and do not materially detract from or interfere with Subsidiary's possession relating to the present or intended use Properties. Schedule 4(g)-3 sets forth a list of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either properties leased by the issuance thereof a Company or the written commitments or binders of Subsidiary pursuant to leases under which the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller applicable Company or the Subsidiaries.Subsidiary (a) has an annual base rental obligation in excess of $50,000 or (b) has an aggregate base rental liability for the remaining term (exclusive

Title to Real Property. Title (a) Seller agrees to Transferred Assets consisting deliver to Purchaser as soon as reasonably possible, upon Purchaser's request, copies of interests all title information in real property possession of Seller, including, but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. Such delivery shall constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (b) Purchaser shall have been evidenced the right to obtain: (i) At Seller's expense, title insurance commitments dated after the date of this Agreement with respect to the Real Property issued by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") a national title insurance company. The commitments shall irrevocably undertake to issue to Purchaser ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance insuring Purchaser's title to each parcel of the Real Property, at no cost to Purchaser, for the amounts specified in Section 2.3(ii) of this Agreement. The commitments must be accompanied by legible copies of all instruments identified in the commitments. (latest Form Bii) (the "Title Policies") in amounts equal At Purchaser's expense, with respect to the respective portions of the Purchase Price allocated to such interestsReal Property, showing ALTA/ASCM land title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien or liens to secure payment of real estate taxes, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days surveys dated after the date hereof of this Agreement. The surveys will be certified to Purchaser and approved to the title insurance company. The surveys shall be made by Buyer a reputable surveyor in accordance with "Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys", as most recently jointly established and adopted by ALTA and ASCM, pursuant to the "Accuracy Standards for an Urban Survey". (c) Purchaser agrees to notify Seller, in writing within 15 45 calendar days after the date of delivery this Agreement, of any mortgages, pledges, material liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title exceptions, survey objections, or zoning or similar land use violations related to the Real Property to which Purchaser reasonably objects (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property. The willingness of the "Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in questionDefects"). If the Purchaser does not notify Seller of Title Insurer is unwilling to issue any Defects within such Title Policytime period, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller shall have the right to seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the Transferred Assets and Purchaser shall be deemed to be Excluded Assetshave waived its rights under this Section 8.14(c). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior to the Closing an equitable adjustment in the Purchase Price. If the parties cannot agree upon such equitable adjustment, then the disagreement shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the Transferred Assets without reduction of the Purchase Price or any credit or allowance against the same and without any other liability on the part of Seller or the Subsidiaries.legal

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) A lien Following the Signing Date, Sellers shall use commercially reasonable efforts to, as promptly as practicable, (i) to the extent in the possession or liens to secure payment control of real estate taxesSellers, not delinquent; (b) Exceptions, disclosed by current standard ALTA Preliminary provide the Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of delivery (as indicated by Buyer's signature of approval appended thereto) together with Company copies of all documents underlying the exceptions contained therein; and most recent existing title policies (cif any) Other possible minor matters that in with any Sellers as the aggregate are not substantial in amount and do not materially detract from insured with respect to the Real Property or interfere with any portion thereof, order the present or intended use of such real property. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or the written commitments or binders of the Title Insurer to issue for such Title Policies within and cause the Title Company to perform a reasonable time after real property title search with regard to the Closing DateOwned Real Properties and the Leased Real Properties, subject and to actual transfer deliver to Buyers and to Sellers a commitment to issue a Title Policy (each, a “Commitment,” and together, the “Commitments”) to be issued by the Title Company with regard to the fee interests in the Owned Real Properties and the leasehold interests in the Leased Real Properties and (ii) to the extent in the possession or control of Sellers, provide the Surveyor copies of the real property in questionmost recent existing surveys (if any) of the Real Property or any portion thereof, order the surveys and cause the Surveyor to complete and deliver to Buyers current as-built, ALTA/ACSM surveys for the Owned Real Properties and the Leased Real Properties (collectively, the “Surveys”). If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Seller, in writing, notice setting forth the reason(s) for such unwillingness on or before the Closing Date. Seller Buyers shall have the right to seek determine the insured value under each Commitment for each Owned Real Property and Leased Real Property; provided, however, that the aggregate amount of all such values shall not exceed an amount equal to the Base Price, minus the Assigned Drop Value of any Rejected Properties. The cost of obtaining the Commitments and the Surveys shall be borne in accordance with Section 9.4(b). Buyers may, no later than thirty (30) days after receipt of a Commitment and Survey for a Station Property (the “Title Objection Date”), deliver written notice to Sellers of any matter set forth in such Commitment (excluding any Liens or matters created by Buyers’ examination or inspection of the Assets including any entry upon any Real Property in connection therewith) or Survey that is unacceptable to Buyers (such matters being collectively referred to herein as “Defects,” and each a “Defect”). If Buyers do not deliver such written notice to Sellers on or before the applicable Title Objection Date, Buyers shall be deemed to have waived any right to object to any title matter, or any other matter set forth in the applicable Commitment or Survey, shall accept title with respect to such Owned Real Property or the Leased Real Property, and shall proceed to the Closing without any reduction in the Purchase Price with respect to same. Notwithstanding anything to the contrary herein, the following shall be deemed Defects whether or not included in a notice of Defect and whether or not any notice of Defect is delivered by Buyers: (i) any liens and encumbrances securing payment of money, (ii) any lis pendens or judgment Liens, and (iii) all matters (including Liens and requirements set forth in the Commitments) related to violations of Law or Permits and (iv) any Lien created or placed on any of the Assets in violation of Section 5.2(j) (collectively, the items described in clauses (i) through (iv), the “Non-Permitted Encumbrances”). (b) If, on or before the applicable Title Objection Date, Buyers deliver written notice to Sellers of a Defect, Sellers shall, within fifteen (15) days after receiving such notice, notify Buyers in writing whether Sellers will or will not attempt to cure such Defect. Failure by Sellers to deliver such notice shall be deemed Sellers’ election not to cure such Defect; provided, however, that the preceding sentence shall not apply to Non-Permitted Encumbrances, which Sellers shall attempt to cure if Buyers deliver written notice of any defect which is such Non-Permitted Encumbrances to Sellers. If Sellers elect (or are deemed to have elected) not to attempt to cure a Defect, then, the reason Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such unwillingness, andDefect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or, if the amount to cure such notice Defect, as determined in accordance with the foregoing, exceeds 15.0% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such Real Property, at Buyers’ option, such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Title Insurer is given less than ten business days prior Assigned Drop Value assigned to the then scheduled Closing applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Excluding the matters described in the last sentence of Section 5.6(a), any title matters that are not objected to by Buyers on or before the applicable Title Objection Date, then or are objected to and cured (or not cured but are waived by Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Section 5.6(b) to attempt to cure a Defect, but at the time of the Closing Date (and, such Defect has not been cured or insured over at Sellers’ cost to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein)Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the election of BuyerPurchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and without affecting Buyers to cure such Defect or to account for any diminution in the other conditions value of the parties to consummation applicable Real Property resulting from the existence of the Transactions, such real property interests not covered by Defect and upon application of such a Title Policy shall not be included in the Transferred Assets and Purchase Price reduction Buyers shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities have waived such Defect (including for purposes of Article VIII) or (ii) the applicable Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. (d) If at any time after the later of the date that Buyers deliver notice of a Defect or the applicable Title Objection Date (i) a Commitment or Survey is amended or (ii) the Title Company or the surveyor otherwise discloses to Buyers or Sellers a new matter or materially and adversely amends any matter previously approved or deemed approved by Buyers or (iii) the Title Company materially and adversely amends the terms under which the Title Company is willing to be Excluded Liabilities; and Buyer and Seller issue its policy of title insurance, then Buyers shall negotiate have ten (10) Business Days from its receipt of notice of such amendment or disclosure, together with legible copies of all documents mentioned in good faith such amendment or disclosure, to deliver a notice of Defect to Sellers with respect to the applicable Real Property or Leased Real Property. (e) Sellers shall use commercially reasonable efforts to, as promptly as practicable prior to the Closing an equitable adjustment Date, request and obtain waivers of any ROFRs held by any third party pursuant to a Material Contract that contains a ROFR as set forth in the Purchase PriceSchedule 3.19. If a third party exercises a ROFR, or a waiver of such ROFR is not obtained prior to Closing, in respect of any Real Property, including the parties cannot agree upon Real Property Leases more particularly described in Schedule 1.1(vi), such equitable adjustment, then the disagreement Real Property shall be resolved in accordance with Section 2.14. Notwithstanding the foregoing, Buyer may accept such title to any such interests designated as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issuea Rejected Property, in which case such interests the Purchase Price shall be conveyed as reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7, and such affected Real Property shall no longer be a part of the Transferred Assets without reduction being transferred hereunder. Sellers shall provide Buyers with written notice of the Purchase Price or any credit or allowance against the same and without any other liability on the part such exercise of Seller or the Subsidiariesa ROFR promptly following receipt thereof.