Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. (a) PurchaserWith respect to the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxx, at its sole cost and expense, may order title policy Commitments Xxxxxxx (the “CommitmentsIndianapolis Leased Real Property”) to be issued by a title company reasonably acceptable to Purchaser and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Title CompanyLittleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), accompanied by the Sellers have made available to Purchaser true and correct copies of all recorded documents relating to restrictionsthe lease agreement and any amendments thereto (collectively, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased LocationsReal Property Leases”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following on or before the date of this the Original Asset Purchase Agreement. Each of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use Knowledge of the Fee Owned Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or Seller’s use without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Locations as presently utilized Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and do not constitute Permitted Liens (specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the “Title Objections”)Leased Real Property that the Sellers have in their possession. (b) Section 4.17(b) of the Seller may voluntarily undertake to eliminate any Disclosure Schedules lists the common street address and the legal description of the Owned Real Property. The Owned Real Property constitutes all of the Title Objections real property owned by any Seller in connection with the Business as of the date of the Original Asset Purchase Agreement, other than real property to which the Bank holds title solely as nominee for the benefit of an Investor. A true and complete copy of each owner’s title policy of insurance of ALS with respect to the satisfaction Owned Real Property (“Seller Title Policies”) has been made available to Purchaser on or before the date of Purchaserthe Original Asset Purchase Agreement. ALS has good, but valid and marketable fee simple title to the Owned Real Property, free and clear of all Liens other than Permitted Liens, Liens disclosed in Section 4.17(b) of the Seller is under no obligation to Disclosure Schedules, and Liens that do so. If, however, not materially affect the Seller elects not to, or cannot, eliminate the Title Objections marketability of title to the reasonable satisfaction Owned Real Property. There are no outstanding options, rights of Purchaser prior first offer or rights of first refusal to purchase the Owned Real Property. Neither Seller has received any written notice from any Governmental Entity (i) alleging a violation of any Law with respect to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five Owned Real Property that has not been corrected or (5ii) business days following Seller’s notice that it will not of any pending or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject threatened condemnation proceedings with respect to the conditions set forth in Section 8.1 including Section 8.1(g)Owned Real Property. To the Sellers’ Knowledge, there are no material pending or threatened litigation or administrative actions against any Seller relating to the Owned Real Property. (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. (a) PurchaserThe Companies shall obtain in preparation for the Closing, at its sole cost commitments for TLTA Owner's or Leasehold Policies of Title Insurance, as the case may be, Form B-1970, for each parcel of Owned Real Property and expense, may order title policy Commitments each Leased Real Property (the “"Title Commitments”) to be "), issued by a title company reasonably acceptable insurer satisfactory to Purchaser ----------------- Buyer (the “"Title Company”Insurer"), accompanied in such ------------- amount as Buyer determines to be the fair market value (including all improvements thereon), of each such parcel, insuring Buyer's interest in such parcel as of Closing, subject only to the Permitted Liens. The Companies shall deliver copies of the Title Commitments to Buyer, and, if requested by Buyer, the Companies shall deliver at the time of delivery of the Title Commitments copies of all recorded documents relating of record referred to restrictionstherein. At its option, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments Buyer may obtain title insurance policies (the “Leased Locations”). The Commitments will commit the "Title Company to issue Policies") at the Closing, ALTA form of from the -------------- Title Insurance Policies to PurchaserInsurer, such policies to be in an amount as determined jointly by Purchaser and based upon the Title Company and with such endorsements as are Commitments. If requested by PurchaserBuyer, the Companies shall deliver to the Title Insurer all affidavits, undertakings and other title clearance documents necessary to issue the Title Policies and endorsements thereto. Purchaser, at its sole cost and expense, may also obtain one Each such Title Policy will be dated as of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this AgreementClosing and, notify the Seller in writing of objections (i) insure title to the condition applicable parcels of title set forth real estate and all recorded easements benefiting such parcels, subject only to Permitted Liens, (ii) if available, contain an "Extended Coverage Endorsement" insuring over the general exceptions contained customarily in such policies, (iii) if available, contain an TLTA Zoning Endorsement 3.1, with parking (or equivalent), (iv) if available, contain an endorsement insuring that the Commitments or parcel described in such Title Policy is the parcel shown on the Surveys which materially affect survey delivered with respect to each such parcel and a survey accuracy endorsement, (v) if available, contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (vi) if the merchantability real estate covered by such policy consists of 1245 Properties’ title or the use more than one record parcel, if available, contain a "contiguity" endorsement insuring that all of the Fee Owned Property or Seller’s use record parcels and contiguous to one another, (vii) if available, contain a tax number endorsement and (viii) contain such other available endorsements as Buyer may reasonably request. The costs of any Title Commitments and Title Policies will be split evenly between Buyer on the Leased Locations as presently utilized one hand and do not constitute Permitted Liens (the “Title Objections”)Companies on the other hand. (b) Seller may voluntarily undertake The Companies shall obtain in preparation for the Closing, current surveys of each parcel of Owned Real Property and each Leased Real Property prepared by a licensed surveyor satisfactory to eliminate any the Buyer, and all of conforming to 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys (the "Surveys"), and such standards as the Title Objections Insurer may require as a condition -------- to the satisfaction removal of Purchaserany survey exceptions from the applicable Title Policy, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections and certified to the reasonable satisfaction of Purchaser prior to the Closing Date Buyer and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this AgreementInsurer, within five (5) business thirty days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, in a form satisfactory to such Title Objections parties. These surveys shall likewise disclose the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and such matters shown customarily on such surveys, show access affirmatively to public streets and roads, and include Table A Items Nos. 1-4 and 6-14. The cost of the Surveys will be deemed Permitted Lienssplit evenly between Buyer on the one hand and the Companies on the other hand.

Real Estate Matters. (a) PurchaserWithout limiting the generality of Section 6.02, at its sole cost from and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following after the date of this Agreement, notify the Seller in writing of objections Sellers shall afford to the condition officers, employees, attorneys, accountants, agents and other authorized representatives of title set forth Buyer reasonable access in order that Buyer may have full opportunity, at Buyer’s sole cost and expense, to inspect, take measurements, conduct surveys and tests, show the Commitments Owned Real Property to contractors, architects, surveyors, engineers, consultants, insurers, banks and other lenders or on the Surveys which materially affect the merchantability of 1245 Properties’ title investors, and to make legal, financial, engineering, accounting and other reviews or the use investigations of the Fee Owned Property Real Property. In addition, Sellers shall reasonably cooperate with Buyer and execute documents reasonably required by Buyer in order to obtain, at Buyer’s sole cost and expense, appraisals, title commitments, surveys or Seller’s other documents related to the Owned Real Property. To the extent Buyer elects to obtain title commitments or title policies with respect to Owned Real Property, it shall use its commercially reasonable efforts to obtain the same as soon as practicable following the date of this Agreement and, with respect to any such title commitments or title policies which reflect Exceptions, will deliver the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)same to Sellers promptly following receipt thereof. (b) Seller If any title commitment or any title policy obtained by Buyer discloses any Lien, mortgage, judgement or other encumbrance affecting any parcel of Owned Real Property (collectively, “Exceptions”), other than the Permitted Liens, then, with respect to each such Exception, Sellers shall take such action as is required to have such Exception removed by the title company, which action may voluntarily undertake to eliminate any and all include the payment of the Title Objections to the satisfaction a liquidated sum of Purchaser, but the Seller is under no obligation to do so. If, howevermoney, the Seller elects not todelivery of an affidavit and/or the delivery of an indemnity, in each case, as reasonably requested by Buyer's title company; provided, that, (i) if such Exception may be satisfied by the payment of a liquidated sum of money then, in lieu of such removal, (A) such liquidated sum shall be reflected on the Flow of Funds and paid from the Estimated Purchase Price, or cannot(B) the Purchase Price will be reduced, eliminate on a dollar-for-dollar basis, by the Title Objections to the reasonable satisfaction amount of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cureliquidated sum, and Purchaser elects (ii) if such Exception has not been reduced to proceed a liquidated sum and is not material, Sellers failure to Closing on the Closing Date, such Title Objections remove said Exception shall likewise not be deemed Permitted Liens.considered a breach of this Section 6.05(b). 42185384v.30

Real Estate Matters. (a) PurchaserPrior to the Closing, Seller will cooperate with Buyer so that Buyer may obtain, for the benefit of and at its sole the cost of Buyer, all documents reasonably required (including estoppel certificates, owner’s affidavits, indemnities and expenseGAP undertakings) for a final commitment for an ALTA Owners Policy of Title Insurance, as the case may order title policy Commitments (the “Commitments”) to be be, Form B-1970, for each parcel of Real Property, issued by a title company reasonably acceptable to Purchaser insurer designated by Buyer (the “Title CompanyInsurer”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies amount as Buyer reasonably determines to be the fair market value thereof, insuring Buyer’s interest in an amount as determined jointly by Purchaser and such parcel, subject only to the Title Company Permitted Liens, and with such other endorsements and other terms and conditions as are requested by Purchaser. Purchaser, at its sole cost and expense, Buyer may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)reasonably request. (b) At Buyer’s request, Seller will cooperate with Buyer so that Buyer may voluntarily undertake to eliminate any procure for the benefit of and all at the cost of Buyer, in preparation for the Closing, current surveys of each parcel of Real Property disclosing no survey defects or encroachments which materially interfere with the current business and operation of the Stations, prepared by a licensed surveyor and conforming to 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Objections Surveys, and such standards as the Title Insurer may reasonably require as a condition to the satisfaction removal of Purchaserany survey exceptions from the commitment for the title insurance policy described in Section 6.10(a), but the Seller is under no obligation and certified to do so. IfBuyer, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date Buyer’s lenders and the Title Objections constitute Insurer, in a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant form sufficient to Section 9.3 hereof without further liability to Purchaser or Seller. If permit the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to issuance of the conditions set forth title policies described above in Section 8.1 including Section 8.1(g6.10(a). (c) All title matters shown on Seller and Buyer will execute a lease agreement (the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing “Fort Xxxxx Studio/Office Lease”) on the Closing Date pursuant to which Seller leases to Buyer, and Buyer leases from Seller, the Fort Xxxxx Studio/Office Space identified on Schedule 1.9 (the “Fort Xxxxx Studio/Office Space”). The Fort Xxxxx Studio/Office Lease shall have a term commencing on the Closing Date and ending on the one year anniversary of the Adjustment Time (the “Initial Termination Date, ”); provided that Buyer shall have the option to extend the term until the two year anniversary of the Adjustment Time by providing Seller with written notice of such Title Objections extension at least 30 days prior to the Initial Termination Date. The Fort Xxxxx Studio/Office Lease shall likewise provide for a rent of $1.00 for the period through the Initial Termination Date and $4,500 per month (partial months to be deemed Permitted Lienspro-rated) for the period commencing on the day after the Initial Termination Date through the end of the term. At the end of the term Buyer shall vacate the premises and have no further right or obligation with respect to the Fort Xxxxx Studio/Office Space.

Real Estate Matters. (a) PurchaserPrior to the applicable Closing, CCIC shall ------------------- notify BMI and BST if the Ground Lease or a memorandum thereof has not been recorded for any Site. TowerCo shall use its commercially reasonable efforts to effect such recordation, at its sole cost and expense, may order title policy Commitments except where prohibited by Law or the terms of the applicable Ground Lease. The applicable Transferring Entity shall execute documents reasonably requested by CCIC to effect such recordation, and shall cooperate with TowerCo in pursuing such recordation. (b) If notwithstanding the “Commitments”) foregoing efforts, TowerCo is unable to record any theretofore unrecorded Ground Lease or memorandum thereof in respect of any Site, then TowerCo shall nonetheless use reasonable efforts to cause the Site Designation Supplement for such Site to be issued by duly recorded, including on the face of the applicable Site Designation Supplement a title company reasonably acceptable cross reference to Purchaser the applicable deed and its recording information, submitting the Site Designation Supplement for recordation (which Site Designation Supplement shall include a copy of the “Title Company”applicable Ground Lease or a memorandum thereof), accompanied requesting that the clerk of the applicable jurisdiction cross-index the Site Designation Supplement to the grantor-grantee index and otherwise using reasonable efforts to effect such recordation; provided, however, that nothing contained in this -------- -------- Section 5.12 (including any failure of TowerCo to record any Ground Lease or a memorandum thereof or a Site Designation Supplement in the absence of such recordation) shall constitute a condition precedent to CCIC's or TowerCo's obligation to close the transactions contemplated by copies of all recorded documents relating this Agreement with respect to restrictions, easements, rights-of-way, and other matters affecting such Site or otherwise release CCIC or TowerCo from the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company obligation to issue treat such Site as an Included Site at the applicable Closing. (c) The applicable Transferring Entity and, after the applicable Closing, ALTA form of Title Insurance Policies TowerCo shall each have the right to Purchaserplace, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, each at its sole cost and expense, may also obtain one accurate signage on each Site to put third parties on notice of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptlyits interest in such Site, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections subject to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)compliance with applicable Laws. (bd) Seller may voluntarily undertake to eliminate any and all of the Title Objections Notwithstanding anything to the satisfaction contrary contained herein, if TowerCo is unable to record any unrecorded Ground Lease or memorandum thereof in respect of Purchaserany Site, record a Site Designation Supplement as aforesaid or otherwise to protect the applicable Transferring Entity's interest in such Site and at any time thereafter the applicable Transferring Entity loses its interest under the Ground Lease by virtue of a foreclosure of a prior Mortgage on the fee interest of such Site, TowerCo will have no claim against BMI or the Transferring Entity in respect thereof, but if such Transferring Entity desires to locate another Tower in the Seller is under no obligation same general area, TowerCo will have the right to do so. If, however, build the Seller elects not to, or cannot, eliminate the Title Objections Tower for such Transferring Entity pursuant to the reasonable satisfaction of Purchaser prior Build to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Suit Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate and such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close Tower shall nevertheless remain become subject to the conditions set forth applicable Sublease. No such Tower will constitute a Qualifying Site, as defined in Section 8.1 including Section 8.1(g)the Build to Suit Agreement. (ce) All title matters shown on Following the Commitments applicable Closing, TowerCo and the Surveys which are not each Transferring Entity whose Sites were the subject of Title Objections a Site Designation Supplement and whose Ground Lease or memorandum was not recorded, shall continue reasonable efforts to cause the Ground Lease or a memorandum thereof to be recorded. Such obligation shall expire on the first anniversary of the Final Closing. If any such Ground Lease or a memorandum is thereafter recorded in respect of any Site, the parties shall re-record the Site Designation Supplement for such Site. (f) Each Site Designation Supplement shall be deemed to in recordable form. CCIC shall be Permitted Liens. Furtherresponsible for effecting the recordation of all Site Designation Supplements, if Purchaser makes any Title Objections which Seller elects not to, unless prohibited by Law or cannot, cureby the applicable Ground Lease, and Purchaser elects to proceed to Closing on CCIC shall bear all costs and expenses incurred in connection therewith. Promptly after effecting such recordation, CCIC shall give the Closing Date, applicable Transferring Entity written confirmation of such Title Objections shall likewise be deemed Permitted Liensrecordation and copies of the recorded documents.

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order Buyer shall obtain an American Land Title Association ("ALTA") or New York Board of Title Underwriters ("NYBTU") owners standard form title policy Commitments commitment with respect to the Real Property (the “Commitments”"Title Commitment") to be issued by from a title company reasonably acceptable to Purchaser of Buyer's choice (the “"Title Company”)") covering title to the Real Property, accompanied by copies of all recorded documents relating to restrictionstogether with an ALTA 3.1 zoning endorsement, easementsif available, rights-of-wayincluding parking and access, and such other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)endorsements as Buyer may reasonably request. The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and Sellers shall provide the Title Company and Buyer such information as the Title Company or Buyer may reasonably request to assist the Title Company in connection with such endorsements as are requested by Purchaserthe Title Commitment. PurchaserWithout limiting the foregoing, at its sole cost Sellers shall provide the Title Company and expense, may also obtain one of more surveys Buyer a copy of the Fee Owned Property and most recent surveys in their possession regarding the Leased Locations at Purchaser’s expense (Real Property. Promptly after receiving the “Surveys”). Purchaser Title Commitment, Buyer shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller Sellers in writing of objections any defects in title which are not Permitted Encumbrances and would cause title to the condition Real Property to be uninsurable (any of title set forth which is called herein a "Defect of Title"). Buyer shall be deemed to have waived any objection to any Defect of Title that was disclosed by the Title Commitment if Buyer fails to notify Sellers of such Defect of Title within thirty (30) days after receipt of such Title Commitment. With respect to the existence of any Defect of Title that is not disclosed by the Title Commitment, but which arises prior to Closing, Buyer shall immediately notify the Sellers in the Commitments or on the Surveys which materially affect the merchantability writing of 1245 Properties’ title or the use any such Defect of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Title. (b) Seller may voluntarily undertake O&R agrees that upon the written request of Buyer it will consent and cause its affiliates to eliminate any and all consent to the relocation of the Title Objections Operating Easements and Seller's Easements so long as (i) Buyer pays the cost of such relocation, (ii) such relocation will be to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date space within Buyer's ownership and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not materially adversely affect the operation of O&R's or cannot eliminate its respective affiliates' transmission and distribution business except for the minimum downtime associated with the cut over for such Title Objectionsrelocation process in accordance with Good Utility Practice, pursuant and (iii) the Buyer's requested relocation is consistent with Good Utility Practices. O&R further agrees to Section 9.3 hereof without further liability to Purchaser condition any grant or assignment by O&R of the Operating Easements or Seller. If 's Easements on the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation express agreement of its transferee to close shall nevertheless remain subject to be bound by the terms and conditions set forth in of this Section 8.1 including Section 8.1(g7.13(b). (c) All title matters shown on the Commitments and the Surveys As to any Operating Easement or Sellers' Easement not currently of record or reserved or granted back to O&R at Closing, all of which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes granted by Buyer at Closing concurrently with the transfer of title to Buyer and prior to any Title Objections which Seller elects not to, mortgage or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Dateother encumbrance, such Title Objections Operating Easements and Seller's Easements shall likewise be deemed Permitted Liensinclude standard cross- indemnity provisions relating to personal injury, death or property damage occurring as a result of gross negligence or willful misconduct in the use of such Easements, whereby each party agrees to indemnify the other for the consequences of the gross negligence or willful misconduct of those for whom the indemnifying party is legally responsible.

Real Estate Matters. (a) PurchaserTitle Insurance Commitments. The Parent, at in its sole cost and expensediscretion, may order elect to obtain title policy Commitments insurance with respect to any or all real estate that the Company owns or leases listed on Schedule 2.2(n)(1) or Schedule 2.2(n)(2) of the Company Disclosure Schedule (the “"Title Insurance Property"). If Parent elects to obtain title insurance Company will obtain and deliver to Parent, as soon as practicable, and in any event on or before September 10, 1997, commitments for title insurance ("Title Commitments”") to be issued by a title company insurance company(ies) reasonably acceptable to Purchaser Parent with respect to the Title Insurance Property, Surveys (defined below) of the “Title Company”), accompanied by Insurance Property reasonably acceptable to the Parent and one set of legible copies of title exception documents with respect to any exceptions set forth in the commitments. The Title Commitments shall set forth the status of title to the Title Insurance Property together with all recorded documents relating exceptions or conditions to such title, including, but not limited to, all easements, restrictions, easements, rights-of-way, covenants, reservations and all other matters encumbrances affecting the Fee Owned Title Insurance Property or the leased Restaurant locations that are not located which would appear in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form an Owner's Policy of Title Insurance (as defined below), if issued. The Title Commitments shall contain the express commitment of the title underwriter to issue the Owner's Policies of Title Insurance to Purchaser, such policies to be in an amount as determined jointly by Purchaser the Parent and the Title Company and with such endorsements as are requested by Purchaserthe standard printed exceptions endorsed or deleted in accordance with this Section 3.8. Purchaser, at its sole Parent shall bear the cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of any title insurance premiums actually paid for title insurance obtained under this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Section. (b) Seller may voluntarily undertake Surveys. With respect to eliminate any and all of the each Title Objections to the satisfaction of PurchaserInsurance Property, but the Seller is under no obligation to do so. If, howeverif requested by Parent, the Seller elects not toShareholders will cause the Company to procure in preparation for the Preliminary Closing a current survey of such real property, or cannotprepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, eliminate disclosing the Title Objections to the reasonable satisfaction location of Purchaser prior to the Closing Date all improvements, easements, party walls, sidewalks, roadways, utility lines, and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title other matters shown customarily on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, curesuch surveys, and Purchaser elects showing access affirmatively to proceed to Closing on public streets and roads (the Closing Date, such Title Objections shall likewise be deemed Permitted Liens."Survey"

Real Estate Matters. (a) PurchaserPrior to the Closing, at Seller or its sole cost applicable Affiliate and expenseDelray Connecting Railroad Company shall execute and deliver a quitclaim bxxx of sale, may order in form and substance reasonably acceptable to Buyer and Seller, transferring all of Seller’s or its applicable Affiliate’s right, title policy Commitments and interest in and to the two rail bridges spanning the Rouge River to access Seller’s Zug Island, Michigan facilities and the car dumper serving as a bridge on Zug Island (the “CommitmentsZug Island Bridges”) from Seller or its applicable Affiliate to be issued by a title company Delray Connecting Railroad Company. In furtherance thereof, the foregoing parties shall execute and deliver such easements, licenses and rights of way, in form and substance reasonably acceptable to Purchaser (Buyer and Seller, reasonably necessary to allow for Delray Connecting Railroad Company to enter and exit the “Title Company”), accompanied by copies of Zug Island Bridges and shall make any and all recorded documents relating to restrictions, easements, rights-of-wayfilings with, and other matters affecting obtain any and all approvals, Permits or Orders by, any Governmental Authority necessary to consummate the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)foregoing transfer. (b) Prior to the Closing, Seller may voluntarily undertake shall execute and deliver a quitclaim deed, in form and substance reasonably acceptable to eliminate Buyer and Seller, to GRW transferring all Seller’s right, title and interest in and to the following buildings located on Seller’s Gxxx Works: (i) the approximately 26,520 square foot building designated by Seller as “Building 319” (commonly referred to as the Locomotive Shop), (ii) the approximately 1,846 square foot building designated by Seller as “Building 318” (commonly referred to as the Wash House) and (iii) the approximately 2,212 square foot modular building containing men’s and women’s locker rooms, a dining area, and office space, in each case, depicted on Section 5.20(b)(i) of the Seller Disclosure Schedule (collectively, the “Gxxx Locomotive Shop”). Simultaneously with the execution and delivery of the foregoing quitclaim deed, Seller and GRW shall amend and restate that certain Lease, dated February 1, 2013, by and between Seller and GRW, to reflect GRW’s ownership of the Gxxx Locomotive Shop and to incorporate customary arms-length terms for a commercial lease of similar nature (including separate metering of utilities and fair market rent), in each case in form and substance reasonably acceptable to Buyer, which amended and restated lease shall become effective upon the Closing. After the Closing, Buyer and Seller shall take, or cause one or more of their respective Affiliates (including GRW) to take, any and all actions, and execute and deliver any deeds, subdivision plats, certificates, filings, agreements or other instruments, in each case, that are reasonably necessary to convey, transfer and assign the approximately three acres of land on which the Gxxx Locomotive Shop is situated as depicted on Section 5.20(b)(ii) of the Title Objections Seller Disclosure Schedule, together with railroad tracks and other railroad-related equipment situated thereon (commonly referred to as the satisfaction of PurchaserRepairs in Progress facility), but the from Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to GRW as soon as reasonably practicable following the Closing Date and the Title Objections constitute a Material Adverse EffectDate, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice provided that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close Seller shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g)retain easements for any existing utility lines. (c) All title matters shown At the Closing, Seller and its Affiliates, on the Commitments one hand, and the Surveys applicable Company Group members, on the other hand, shall execute and deliver (i) access agreements providing the applicable Company Group member access to the Seller plants to which are they serve or support, in the manner in which it is provided as of the date hereof (collectively, the “Access Agreements”) and (ii) licenses providing the applicable Company Group member with perpetual access to and use of real estate, tracks and other rail facility appurtenances thereto owned, licensed or leased by Seller or its Affiliates outside of Seller’s plants in the manner in which such access and use is provided to such Company Group member as of the date hereof, which licenses will not require the subject payment of Title Objections any fee or other amount by such Company Group Member and shall be deemed in a recordable form (collectively, the “License Agreements”), in each case, in form and substance reasonably acceptable to be Permitted Liens. FurtherSeller and Buyer. (d) Notwithstanding anything to the contrary in the foregoing, if Purchaser makes any Title Objections which Seller elects not toeach Party agrees to negotiate in good faith the deeds, or cannotleases, curelicenses, agreements, certificates and Purchaser elects instruments contemplated by this Section 5.20 and to proceed to Closing on reasonably cooperate with the Closing Date, such Title Objections shall likewise be deemed Permitted Liensother Party in connection with the consummation of the transactions contemplated by this Section 5.20.

Real Estate Matters. (aThe Parties hereby acknowledge that, during the period between the execution of this Agreement and the Closing, the Company may acquire that certain real property located in Melbourne, Florida identified on Section 5(h) Purchaser, at its sole cost and expense, may order title policy Commitments of the Disclosure Schedule (the “"Real Property"). Seller and the Company hereby agree, however, that the Real Property may not be acquired by the Company unless the Company and Seller comply with the terms of this Section 5(h). (i) At least 10 business days prior to the closing of the purchase by the Company of the Real Property (the "Real Property Closing Date"), Seller shall obtain and deliver to Purchaser commitments (the "Commitments”") to be issued by a Chicago Title Insurance Company or any other title company reasonably acceptable to Purchaser (the “"Title Company”") and dated not earlier than the date of this Agreement for the issuance of an ALTA Owners or Leasehold Policy of Title Insurance Form B (1970) (the "Title Policy") for each parcel of the Real Property. The Title Policy shall be in the amount designated by Purchaser, showing fee simple title to all such parcels of the Real Property in the seller thereof (the "Real Property Seller"), accompanied by copies subject only to current real estate taxes not yet due and payable as of all recorded documents relating to restrictionsthe Real Estate Closing Date and such other covenants, conditions, easements, rights-of-wayand exceptions to title as Purchaser may approve in writing (collectively, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”"Permitted Exceptions"). The Commitments will commit and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain an ALTA Zoning Endorsement 3.1, contiguity (where appropriate), non-imputation, and such other endorsements as may be reasonably requested by Purchaser. At the Real Property Closing, Seller shall cause the Real Property Seller to deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. Seller shall cause the Commitments to be later-dated to cover the Real Property Closing and to cause the Title Company to issue deliver the Title Policy at the Real Property Closing as directed by Purchaser. (ii) At least 15 days prior to the Real Property Closing, ALTA form of Title Insurance Policies to Purchaser, such policies Seller shall cause to be in an amount as determined jointly by delivered to Purchaser and the Title Company and with such endorsements as are requested an as-built plat of survey of each parcel of the Real Property (the "Surveys") prepared by Purchaser. a registered land surveyor or engineer, licensed in the respective states in which the Real Property is located, dated on or after the date hereof, certified to Purchaser, at its sole cost the Company, the Title Company and expense, such other entities as Purchaser may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller designate in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date Real Property Closing, and conforming to current ALTA Minimum Detail Requirements for Land Title (iii) If (A) any Commitment discloses a title exception other than a Permitted Exception (an "Unpermitted Exception") or (B) any Survey discloses any encroachment, overlap, or gap or any other matter which renders title to any parcel of the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice Real Property unmarketable or reflects that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject any utility service to the conditions set forth improvements or access thereto does not lie wholly within the applicable parcel of the Real Property or an unencumbered easement for the benefit of such parcel of the Real Property or reflects any other matter adversely affecting the use or improvements of such parcel of the Real Property (a "Survey Defect"), then unless Seller shall have, prior to the Real Property Closing, the Unpermitted Exception removed from such Commitment or the Survey Defect corrected or insured over by an appropriate title insurance endorsement, all in Section 8.1 including Section 8.1(g)a manner reasonably satisfactory to Purchaser, the Company shall not acquire the Real Property. (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. At least 15 days prior to closing, Seller will deliver to Purchaser: (a) Purchaser, at its sole cost and expense, may order an ALTA commitment for an owner's policy of title policy Commitments (the “Commitments”) to be insurance for all Real Property issued by a title company reasonably acceptable insurer designated by Purchaser naming Purchaser as the proposed insured in an amount to be determined by Purchaser (the “Title Company”"COMMITMENT"). The Commitment will show all exceptions to title including, accompanied by copies of without limitation, all recorded documents relating to covenants, conditions, restrictions, reservations, easements, rights and rights-of-way, liens and other matters of record, and will include proper searches for bankruptcies, judgments and state and federal tax liens affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)Real Property. The Commitments Commitment will commit be accompanied by legible copies of all documents referred to therein affecting title to such Real Property. The Commitment will also include a commitment to (1) endorse the Title Company title policy so as to delete any general or standard exceptions (including exceptions for parties in possession, unrecorded instruments, survey matters, and mechanics liens, except for matters which Purchaser has created, suffered or permitted to accrue after the date hereof); (2) issue at a zoning endorsement (ALTA Form 3.1); and (3) issue an endorsement to insure that the ClosingReal Property complies with all existing covenants, conditions and restrictions of record and that the instruments creating any such restrictions do not contain any forfeiture of title or right of re-entry provisions (ALTA Form 100); a non-imputation endorsement insuring the Purchaser, or its assigns, against any knowledge imputed to it through the Seller or by operation of law; all such endorsements and agreements will be in form of Title Insurance Policies and substance reasonably satisfactory to Purchaser, such policies to . The premium for the polices of title insurance will be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested paid for by Purchaser. Purchaser, at its sole cost Owner will pay for the fees and expense, may also obtain one costs of more surveys of obtaining and issuing the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Commitments. (b) Seller may voluntarily undertake to eliminate any and all surveys of the Title Objections Real Property which Seller will cause to be prepared by a registered land surveyor, certified to the satisfaction Purchaser and the title insurer. The surveys will be prepared in accordance with current ALTA/ASCM minimum standard detail requirements by a land surveyor registered in Massachusetts, showing and certifying (1) the legal description of Purchaserthe Real Property, but (2) the Seller is under no obligation to do so. If, however, area of the Seller elects not to, or cannot, eliminate the Title Objections Real Property to the reasonable satisfaction nearest 1/1000th of Purchaser prior an acre, and the area of the Real Property to the Closing Date nearest 1/1000th of an acre net of any roadway easements; (3) whether the Real Property is located in an area designated by an agency of the United States of America as being subject to flood hazards or flood risks; (4) the location of any improvements (including distances from perimeter lot lines), driveways, sidewalks, paved and unpaved areas and curbcuts; all easements affecting the Title Objections constitute a Material Adverse EffectReal Property, Purchaser may terminate this Agreementwhether visible or of record, within five and easements over property other than the Real Property for the benefit of the Real Property; all portions of the Real Property subject to building lines, setback lines or other restrictions; (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objectionsthe location of storm sewers, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If sanitary sewers and water lines located upon the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments real estate and the Surveys which are not service lines thereof from the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.respective main line;

Real Estate Matters. (a) PurchaserWithin five (5) business days following execution of this Agreement, Purchaser shall, at its sole cost and Purchaser's expense, may order title policy Commitments (the “Commitments”) to be issued by a title company engage an independent third party appraiser, reasonably acceptable to Purchaser (Seller, to conduct an appraisal of each Real Property and shall use its best efforts to obtain the “Title Company”), accompanied by copies report of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments such appraisals within thirty (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form 30) calendar days of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement. Purchaser shall provide Seller with a copy of the appraisals as and when received. Seller shall have the right to agree or reasonably disagree with the appraised values of the Real Estate. If and to the extent that Seller reasonably disagrees with the appraised value of any Real Estate, notify and if Purchaser and Seller do not otherwise agree at such time to a different value, Seller shall within five days of expressing its disagreement with such appraised value(s) obtain its own appraisal(s) at its expense, conducted by an appraiser reasonably acceptable to Purchaser and shall use its best efforts to obtain the report of all such new appraisal(s) within 30 days of the date of expressing its disagreement. The "Appraised Fair Market Value" for each Real Estate property shall be (i) the value fixed by the Purchaser’s appraisal, if the Seller in writing of objections agrees to that value, (ii) the condition of title set forth in amount otherwise agreed to by the Commitments parties, or on (iii) the Surveys which materially affect amount determined by adding together the merchantability of 1245 Properties’ title or Purchaser's appraiser's amount and the use of Seller's appraiser's amount and dividing by two to obtain the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)average. (b) Seller may voluntarily undertake to eliminate any and all Promptly following execution of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, howeverthis Agreement, the Seller elects not to, shall order commitments for an owner's policy or cannot, eliminate the Title Objections policies of title insurance with respect to each parcel of owned Real Property issued by a national title insurance company or companies reasonably acceptable to the Purchaser in amounts not less than the Appraised Fair Market Value thereof. The Purchaser may obtain surveys of the Real Property at the Purchaser's expense. Seller shall also furnish to Purchaser copies of any Phase I Assessments conducted in respect of the Real Property, with the costs of any additional Phase I Assessments or updates to prior Phase I Assessments to be shared equally by Purchaser and Seller. Purchaser shall have the option to conduct Phase II tests in respect of the Real Property at Purchaser’s expense. If the title commitments, surveys or the results reflected in the Phase I or Phase II Assessments reveal a title defect or exception or other matter that materially adversely affects the use of the Real Property as a bank branch such that a commercially reasonable satisfaction buyer, whose intent is to operate a branch bank, would refuse to purchase the Real Property on the basis of such defect, exception or other matter, then the Purchaser prior may notify the Seller of that defect, exception or other matter on or before the later of (i) thirty (30) days from the date of this Agreement or (ii) ten (10) business days after receipt of the title commitments(s) described above. The Seller shall then have ten (10) business days from the receipt of such notice to commit to cure such defect, exception or other matter. If the Closing Date and Seller does not commit to cure the Title Objections constitute a Material Adverse Effectdefect, the Purchaser may terminate this Agreement, Agreement by written notice sent to the Purchaser within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant after the expiration of the ten (10) business day period provided in the foregoing sentence. Any failure on the part of the Purchaser to Section 9.3 hereof without further liability to Purchaser or Seller. If comply with the Title Objections do not time periods provided herein shall constitute a Material Adverse Effect, waiver of the Purchaser’s obligation 's right to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown terminate this Agreement on the Commitments and basis of the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, applicable title or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Lienssurvey matter.

Real Estate Matters. (a) Seller agrees that it shall use reasonable best efforts to cause the transfer of the OATS Facility to Purchaser, free and clear of all Liens other than Permitted Liens, with such transfer to occur at its sole cost the Closing or as promptly as practicable after the Closing. Such actions shall include: (i) retaining a surveyor to assess a land division (including by providing a drawing and expense, legal description sufficient for a land division application) and a permanent easement (which may order title policy Commitments take the form of an easement revocable upon replacement by an alternate access pursuant to Section 5.18(b)) for access to the OATS Facility from a public road; (ii) filing an application for land division approval with the City of Holland Assessor’s office under the Michigan Land Division Act and local ordinances pursuant thereto (the “CommitmentsLand Division Act”); and (c) timely responding to any comments from the City of Holland’s Assessor’s office in an attempt to effectuate such land division from the municipality. Purchaser agrees that it shall use reasonable best efforts to assist Seller in this regard and shall cooperate with Seller in responding to any comments described in clause (c) of the previous sentence. Purchaser acknowledges that Seller, in its sole discretion, subject to the requirements of the City of Holland, will determine the size and configuration of the land to be issued conveyed along with the OATS Facility, provided that the OATS Facility will be able to continue to be used in a substantially similar fashion to the manner in which it is currently used, and Purchaser shall have a vehicle access easement to the OATS Facility along one of the paved roads currently accessing the Facility (which easement may be revocable upon replacement by an alternate access pursuant to Section 5.18(b)), from a public right of way. Purchaser shall be responsible for all fees and expenses paid or incurred by Seller in connection with the land division (including filing fees and the cost of retaining the surveyor), except fees of and payments to Seller’s legal and professional advisors, which shall be paid pursuant to Section 10.11. If the land division is not effectuated prior to (and therefore clear title company reasonably acceptable to the OATS Facility cannot be transferred to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at at) the Closing, ALTA form each party shall continue to use its reasonable best efforts after the Closing to effectuate the land division and transfer of Title Insurance Policies title to Purchaserthe OATS Facility free and clear of all Liens, other than Permitted Liens, as soon as commercially practicable after the Closing, and during any such policies to be in an amount as determined jointly by time after Closing, Seller shall provide Purchaser with the benefits and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys exclusive use of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”)OATS Facility, subject to such use as is provided in Section 5.18(d) to Seller. Purchaser shall promptlybe solely responsible for the costs and expenses (including tap fees, but not later than forty five (45development fees and application fees) days following the date of this Agreement, notify the Seller any required water or sewer tap-in writing or public dedication of objections to the condition of title set forth in the Commitments currently private water or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)sewer lines. (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order title policy Commitments commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Real Property Leases or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)Leasehold Improvements. The Commitments will commit the Title Company to issue at the Closing, ALTA form forms of Leasehold Title Insurance Policies to Purchaser, such policies to be in an amount amounts as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, Purchaser may also obtain one of more surveys of the Fee Owned Property and the Leased Locations Premises at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, promptly notify the Seller Sellers in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Propertiesthe Sellers’ title or the use of the Fee Owned Property Leased Premises or Seller’s use of the Leased Locations Leasehold Improvements as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller In addition to the foregoing, Purchaser shall have the right, upon reasonable notice to and coordination with the Sellers’ representative, which for this purpose shall be Xx. Xxxx Xxxxxx or any other individual subsequently designated by Xxxxx in writing, to conduct and to cause its engineers, accountants, attorneys, consultants, appraisers, and other agents to conduct such other reviews, inquiries, examinations, and inspections of the Lease Premises and the Leasehold Improvements as Purchaser deems necessary or appropriate prior to the Closing Date of such Seller’s Assets (“Purchaser’s Inspections”). The Sellers shall cooperate with Purchaser in all reasonable respects in making Purchaser’s Inspections. Purchaser shall promptly notify the Sellers in writing of any objections to the condition of the Leased Premises or the Leasehold Improvements identified as a result of any of Purchaser’s Inspections which affect the merchantability of the Sellers’ title or the use of the Leased Premises or the Leasehold Improvements as presently utilized (the “Other Objections”). (c) The Sellers may voluntarily undertake to eliminate any and all of the Title Objections and Other Objections (collectively, “Purchaser Objections”) to the satisfaction of Purchaser, but the Seller is Sellers are under no obligation to do so. If, however, the Seller elects Sellers elect not to, or cannot, eliminate the Title Purchaser’s Objections to the reasonable satisfaction of Purchaser prior to the Initial Closing Date and the Title Objections constitute a Material Adverse EffectDate, Purchaser may terminate this Agreement, within five (5) business days following Seller’s Agreement by written notice that it will not or cannot eliminate such Title Objections, to the Sellers pursuant to Section 9.3 hereof without further liability to Purchaser or Seller10.1(b). If Purchaser elects not to terminate this Agreement, and Purchaser instead elects to proceed to the Title Closing on the Initial Closing Date, such election shall not, except as set for the in Section 6.11(d) below, in any way release or diminish the Sellers’ obligations under Article 11 to the extent that any Losses suffered by Purchaser as a result of the matters raised in the Purchaser Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain are subject to the conditions set forth in Section 8.1 including Section 8.1(g)indemnification thereunder. (cd) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be “Permitted Liens. Encumbrances.” Further, if Purchaser makes any Title Objections which Seller elects the Sellers elect not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Initial Closing Date, such Title Objections shall likewise be deemed “Permitted LiensEncumbrances.”

Real Estate Matters. (a) PurchaserBuyer and Merger Sub may, at Buyer’s expense and to the extent available in the respective jurisdiction, and the Company and the Company Subsidiaries shall reasonably cooperate with Buyer and Merger Sub to, obtain an ALTA owner’s policy or policies of title insurance (or endorsements updating existing title insurance policies) from a nationally recognized title insurance company reasonably acceptable to Buyer in a form reasonably satisfactory to Buyer insuring fee title to such of the Owned Real Property that Buyer shall designate in writing, subject only to Permitted Liens (and including such endorsements as Buyer and Merger Sub shall reasonably request). Without limiting the foregoing, the Company shall, and shall cause each Company Subsidiary, as applicable, to execute and deliver, at the Closing, any affidavits in customary form as may be reasonably requested by Buyer’s title insurance company in connection with obtaining such policies. The Company and the Company Subsidiaries shall reasonably cooperate with Buyer (provided that they shall not be required to incur any cost, expense or other liability) so that Merger Sub may receive, at Buyer’s expense, a current ALTA/ASCM survey of each such parcel of Owned Real Property. For the avoidance of doubt, nothing in this Section 4.11 shall be construed to modify or expand any of the Company’s representations or warranties contained in ARTICLE II or require the Company to execute and deliver any certificate, document or instruments prior to the Closing. (b) Prior to the Closing, the Company shall, at its sole cost and expense, may order use commercially reasonable efforts to (A) cause the current record title policy Commitments holders to the Owned Real Properties marked with an asterisk set forth in Section 2.09(a) of the Company Disclosure Letter (the “CommitmentsCurative Properties”) to be issued execute, deliver and record in the applicable county land records, deeds (in a form reasonably satisfactory to Buyer and Buyer’s title insurance company) transferring good and marketable fee title, free and clear of all Liens other than Permitted Liens, to such Owned Real Properties to the appropriate Company Subsidiaries (as reasonably approved by a title company reasonably acceptable to Purchaser (the “Title Company”Buyer), accompanied by copies or (B) cause a nationally recognized title insurance company to issue an ALTA owner’s policy or policies of title insurance insuring fee title to such Curative Properties, free and clear of all recorded documents relating Liens other than Permitted Liens. In addition, prior to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchasershall, at its sole cost and expense, may also obtain one of more surveys of use commercially reasonable efforts to cause the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections record title holders to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute Real Properties marked with a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions double asterisk set forth in Section 8.1 including 2.09(a) of the Company Disclosure Letter to be accurately reflected in the applicable real property records as the appropriate Company Subsidiaries by filing or recording such affidavits or other instruments in such real property records as may reasonably be required to evidence the legal name change of the current record title holders or otherwise to reflect in such real property records fee ownership of such Owned Real Properties in such title holders with the correct legal names. Notwithstanding the foregoing, nothing in this Section 8.1(g). (c4.11(b) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be construed or deemed to be Permitted Liens. Furtherrequire the Company or any of the Company Subsidiaries to bring any form of judicial action with respect to the Curative Properties, if Purchaser makes any Title Objections which Seller elects not to, including an action seeking a declaratory judgment or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liensother similar quiet title action.

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order Buyer shall obtain an American Land Title Association ("ALTA") or New York Board of Title Underwriters ("NYBTU") owners standard form title policy Commitments commitment with respect to the Purchased Asset (the “Commitments”"Title Commitment") to be issued by from a title company reasonably acceptable to Purchaser of Buyer's choice (the “"Title Company”)") covering title to the Purchased Asset, accompanied by copies of all recorded documents relating to restrictionstogether with an ALTA 3.1 zoning endorsement, easementsif available, rights-of-wayincluding parking and access, and such other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)endorsements as Buyer may reasonably request. The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and Seller shall provide the Title Company and Buyer such information as the Title Company or Buyer may reasonably request to assist the Title Company in connection with such endorsements as are requested by Purchaserthe Title Commitment. PurchaserWithout limiting the foregoing, at its sole cost Seller shall provide the Title Company and expense, may also obtain one of more surveys Buyer a copy of the Fee Owned Property and most recent surveys in their possession regarding the Leased Locations at Purchaser’s expense Purchased Asset. Promptly after receiving the Title Commitment, Buyer shall notify Seller in writing of any defects in title which are not Permitted Encumbrances that would cause title to the Purchased Asset to be uninsurable (the “Surveys”any of which is called herein a "Defect of Title"). Purchaser Buyer shall promptlybe deemed to have waived any objection to any Defect of Title that was disclosed by the Title Commitment if Buyer fails to notify Seller of such Defect of Title within thirty (30) days after receipt of such Title Commitment. With respect to the existence of any Defect of Title that is not disclosed by the Title Commitment, but not later than forty five (45) days following the date of this Agreementwhich arises prior to Closing, Buyer shall immediately notify the Seller in writing of objections to the condition any such Defect of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Title. (b) Seller may voluntarily undertake agrees that upon the written request of Buyer it will consent and cause its Affiliates to eliminate any and all consent to the relocation of the Title Objections Seller's Easements so long as (i) Buyer pays the cost of such relocation, (ii) such relocation will be to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date space within Buyer's ownership and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not materially adversely affect the operation of Seller's or cannot eliminate its Affiliates' transmission and distribution business (except for the minimum amount of downtime associated with the cut over for such Title Objectionsrelocation process in accordance with Good Utility Practices), pursuant and (iii) the Buyer's requested relocation is consistent with Good Utility Practices. Seller further agrees to condition any grant or assignment by it of the Seller's Easements on the express agreement of its transferee to be bound by the terms and conditions of this Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g7.11(b). (c) All title matters shown on the Commitments and the Surveys As to any Seller's Easement which are not the subject of Title Objections shall be deemed is to be Permitted Liens. Further, if Purchaser makes granted by Buyer at Closing concurrently with the transfer of title to Buyer and prior to any Title Objections which Seller elects not to, mortgage or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Dateother encumbrance, such Title Objections Seller's Easements shall likewise be deemed Permitted Liensinclude standard cross-indemnity provisions relating to personal injury, death or property damage occurring as a result of gross negligence or willful misconduct in the use of such Easements, whereby each party agrees to indemnify the other for the consequences of the gross negligence or wilful misconduct of those for whom the indemnifying party is legally responsible.

Real Estate Matters. (a) PurchaserAll leases, contracts and arrangements with respect to occupancy by the Verizon Network Equipment Assets of space in the Verizon Central Offices shall be transferred to Parent at its sole cost the Effective Time and expenseincluded in the Assumed Verizon Contracts, may order title policy Commitments substantially at the rates offered by Verizon to DLECs generally in the market in which such Verizon Central Office is located. In the event that any rack located in an Verizon Central Office is used in connection with the Verizon DSL Business and is shared with any other Affiliate of Verizon as of the Effective Time (any such Affiliate of Verizon, together with Parent, are referred to as the “Commitments”) "Sharing Parties"), from and after the Effective Time, the Sharing Party which is the primary user of such rack shall retain the payment obligations to the owner of such Verizon Central Office with respect thereto and the Sharing Party which is not the primary user of such rack shall reimburse such primary user in a manner to be issued by a title company reasonably acceptable agreed upon. (i) All leases, contracts and arrangements with respect to Purchaser (the “Title Company”), accompanied by copies occupancy of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are premises not located in lifestyle centers, office developments, condominium developments or major retail developments (an Verizon Central Office which are used exclusively in connection with the “Leased Locations”). The Commitments will commit Verizon DSL Business as of the Title Company Effective Time shall be transferred to issue Parent at the ClosingEffective Time and included in the Assumed Verizon Contracts, ALTA form except to the extent subject to a regulatory prohibition or the imposition of Title Insurance Policies incremental obligations on Verizon or its Affiliates, including a non-discrimination obligation. Any changes from and after the Effective Time with respect to Purchasersuch leases, contracts and arrangements relating to such policies to facilities shall be in an amount as determined jointly by Purchaser made at the sole discretion of, and the Title Company and with such endorsements as are requested by Purchaser. Purchaserexpense of, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Parent. (bii) Seller may voluntarily undertake All leases, contracts and arrangements with respect to eliminate any and all the occupancy of premises not located in an Verizon Central Office which at the Effective Time are shared by the Verizon DSL Business with another Affiliate or business of Verizon (the "Shared Facilities") shall be transferred to Parent at the Effective Time (provided that Parent shall assume only a pro rated portion of the Title Objections obligations under such leases, contracts and arrangements based on the relative uses of such premises) and included in the Assumed Verizon Contracts, except to the satisfaction extent subject to a regulatory prohibition or the imposition of Purchaserincremental obligations on Verizon or its Affiliates, but the Seller is under no obligation to do so. Ifincluding a non- discrimination obligation; provided, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days that as soon as practicable -------- ------- following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, but in no event later than the six-month anniversary of the Closing Date, Parent shall have the right, exercisable one time, to notify Verizon (the "Lease Rejection Notice") that it desires to reassign to Verizon any of the leases, contracts and arrangements related to Shared Facilities that in the sole discretion of Parent it does not choose to continue to use. The Lease Rejection Notice shall specify all Shared Leases to be reassigned. Such reassignment of each such Title Objections Shared Lease shall likewise be deemed Permitted Lienseffected promptly upon vacation of the particular subject premises by Parent, and Parent shall be responsible for the payment of all amounts accrued with respect to such Shared Lease up to the date of such reassignment. (iii) Transferred Employees that at the Effective Time are in facilities covered by Shared Leases included in the Lease Rejection Notice are referred to herein as "Relocated Employees."

Real Estate Matters. (a) PurchaserSeller shall, and shall cause the Seller Parties to, use commercially reasonable efforts to cooperate with Purchaser in obtaining, at its Purchaser’s sole cost and expense, may order (i) an owner’s extended coverage title insurance policy Commitments (the “Commitments”) or an unconditional commitment thereof with respect to be each Transferred Real Property, issued by a nationally recognized title insurance company duly licensed in the relevant jurisdiction, dated as of a date reasonably acceptable proximate to the Closing Date, insuring Purchaser in such amounts (not less than the “Title Company”), accompanied by copies fair market value of all recorded documents relating to restrictions, easements, rights-of-way, the applicable Transferred Real Property) and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and together with such endorsements as are requested by available in the relevant jurisdictions, and otherwise in such form, as Purchaser shall reasonably require, committing to insure good and marketable fee simple title to each Transferred Real Property, free and clear of all Liens other than Permitted Liens, and (ii) an appropriately certified ALTA/ACSM land title survey for each parcel of the Transferred Real Property from a licensed surveyor, dated as of a date reasonably proximate to the Closing Date, and showing no Liens other than Permitted Liens, and otherwise in form and substance reasonably satisfactory to Purchaser. PurchaserNotwithstanding the foregoing, at its sole cost and expensenone of Seller, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser other Seller Parties or their affiliates shall promptlybe required to make any additional representations, but warranties or covenants, expressed or implied, not later than forty five (45) days following the date of contained in this Agreement, notify the Seller in writing of objections Agreement or to the condition of title set forth in the Commitments assume or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)incur any Liabilities. (b) As promptly as practicable after the date hereof, but in any event at least 10 business days prior to Closing, Purchaser will notify Seller may voluntarily undertake in writing if Purchaser elects to eliminate any acquire Irapuato Property 8 and all Irapuato Property 9 (each as defined in Section 3.06(a) of the Title Objections to Seller Disclosure Letter). In the satisfaction of Purchaserevent Purchaser provides such notice, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date Irapuato Property 8 and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it Irapuato Property 9 will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Lienspart of the “Irapuato Property” included among the Transferred Assets. FurtherIn the absence of such election, if Purchaser makes Irapuato Property 8 and Irapuato Property 9 will be deemed not to have been disclosed in the Seller Disclosure Letter and will be deemed not to be part of the “Irapuato Property” for any Title Objections which Seller elects not to, purpose under this Agreement or cannot, cure, and Purchaser elects to proceed to Closing on the Closing DateAncillary Agreements. For the avoidance of doubt, such Title Objections shall likewise election will be deemed Permitted Lienstaken into account in the allocation of the Purchase Price pursuant to Section 10.02, but will not affect the amount of the Purchase Price.

Real Estate Matters. (ai) Purchaser, at its sole cost and expense, may order A title policy Commitments (insurance company selected by the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “"Title Company”") shall be willing to insure at standard rates the Company's or its applicable Subsidiary's marketable title in and to the Owned Real Property in fee simple, the Company's or its applicable Subsidiary's leasehold estate in any financable Leased Real Property (a "Financable Leasehold"), accompanied by copies and Purchaser's lender's ("Lender") mortgage lien on the Owned Real Property and each Financable Leasehold, in each case free and clear of all recorded documents relating to restrictions, easements, rightsLiens except for Permitted Liens including such endorsements and affirmative coverages as the Purchaser and Lender shall reasonably require (including non-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”imputation endorsements). The Commitments will commit Sellers shall provide all such affidavits and indemnities as the Title Company reasonably shall require in order to issue at afford such coverages and the ClosingPurchaser shall bear 100% of the cost of obtaining such title insurance. (ii) The Purchaser shall have received a survey of each Owned Real Property and each Leased Real Property to which the Company or a Subsidiary of the Company holds a Financable Leasehold, in each case conforming to the Minimum Standard Detail Requirements jointly established and approved in 1992 by ALTA form of Title Insurance Policies and ACSM, certified to Purchaserthe Company or its applicable Subsidiary, such policies to be in an amount as determined jointly by the Purchaser and the Title Company and with such endorsements as are requested by Purchasershowing no Liens except for Permitted Liens. Purchaser, at its sole cost and expense, may also obtain one of more surveys The Purchaser shall bear 100% of the Fee Owned cost of obtaining such surveys. (iii) All Real Property shall be in substantially the same condition and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following repair as that on the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized reasonable wear and do not constitute Permitted Liens (the “Title Objections”)tear excepted. (biv) Seller may voluntarily undertake The Managing Sellers shall use commercially reasonable best efforts to eliminate any and all of the Title Objections deliver to the satisfaction Purchaser (i) from each landlord under a Lease, an estoppel, and (ii) from each mortgagee and ground lessor of Purchaserany Leased Property, but the Seller is under no obligation to do so. Ifa nondisturbance agreement, however, the Seller elects not to, or cannot, eliminate the Title Objections in each case in form and substance reasonably satisfactory to the reasonable satisfaction Purchaser and the Lender. The Lender shall have received from each landlord under a Lease designated by the Lender an agreement regarding the subordination to Lender of such landlord's lien against personal property on the applicable demised premises and such other matters as Lender reasonably may require. (v) The Sellers shall deliver to the Purchaser prior to an affidavit dated as of the Closing Date and in form and substance required under Section 1445 of the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice Internal Revenue Code so that it will Buyer is not or cannot eliminate such Title Objections, pursuant required to Section 9.3 hereof without further liability to Purchaser or Seller. If withhold any portion of the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g)Purchase Price thereunder. (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. Seller shall, and shall cause its applicable Affiliates to, reasonably cooperate with Purchaser (aat the request of Purchaser) in obtaining, in the event Purchaser elects to obtain (i) a new owner’s title insurance policy (or bring-downs of or endorsements, including, without limitation, non-imputation endorsements, to any existing title insurance policy, if available) from a nationally recognized title company selected by Purchaser, at its sole cost and expenseeffective as of a date reasonably proximate to the Closing Date, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. , insuring the Transferred Company’s or Purchaser’s fee simple title interest in and to each Owned Real Property or Transferred Company’s or Purchaser’s leasehold interest (to the extent insurable) in and to each Leased Real Property, as applicable, free and clear of any Liens, other than Permitted Liens, and (ii) a land title survey or “quick map” of each Owned Real Property (or updates to existing land title surveys or “quick map” surveys, if available) from a licensed surveyor selected by Purchaser, at its sole cost and expense, may also obtain one of more surveys of sufficient to allow the Fee Owned Property and the Leased Locations at Purchaser’s expense (title company to remove the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following survey exception” from or provide the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth “survey deletion” in the Commitments or on the Surveys which materially affect the merchantability title policy referenced in clause (i) above, dated as of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior a date reasonably proximate to the Closing Date and certified to Purchaser, the Title Objections constitute Transferred Company (if applicable) and the title company. Seller agrees that any such cooperation will include (to the extent practicable and requested by Purchaser) using commercially reasonable efforts to cause the removal or discharge of, or, to the extent consistent with prudent title insurance practice, to cause the title company to omit as exceptions or affirmatively insure over in the applicable title insurance policy, any Liens that are not Permitted Liens, delivery by Seller and its Affiliates of any customary and reasonable affidavits required by the title company in form and substance reasonably satisfactory to Seller and the title company, and the granting of access to each applicable Owned Real Property and Leased Real Property by the above-referenced surveyor at reasonable times, upon reasonable notice and subject to reasonable limitations. Purchaser shall be responsible for the cost and expense of any title policy, any survey, any “quick map”, and any related due diligence or service (other than the removal or discharge of any Lien that is not a Material Adverse EffectPermitted Lien) under this Section 5.24, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on last sentence hereof. For the Commitments and the Surveys which are not the subject avoidance of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, curedoubt, and Purchaser elects without limiting Seller’s cooperation obligations hereunder, neither the delivery of any such affidavits nor the issuance of any such title insurance policies shall constitute a condition to proceed to Closing on Closing. Seller’s obligations under this Section 5.24 shall survive the Closing Datefor a period of one (1) year. Seller agrees to reimburse Purchaser an amount equal to the lesser of (a) 50% of the total cost of base title policy premiums for all title insurance policies obtained under this Section 5.24, such Title Objections and (b) $250,000. For the avoidance of doubt, Purchaser shall likewise be deemed Permitted Lienspay for all costs of title insurance or any other item in this Section 5.24, except Seller’s contribution in the preceding sentence, including the cost of excess premiums and any endorsements or extended coverage and survey costs.

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order Buyer shall obtain an American Land Title Association ("ALTA") or New York Board of Title Underwriters ("NYBTU") owners standard form title policy Commitments commitment with respect to the Real Property (the “Commitments”"Title Commitment") to be issued by from a title company reasonably acceptable to Purchaser of Buyer's choice (the “"Title Company”)") covering title to the Real Property together with an ALTA 3.1 zoning endorsement, accompanied by copies of all recorded documents relating to restrictionsif available, easements, rights-of-wayincluding parking and access, and such other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)endorsements as Buyer may reasonably request. The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and Seller shall provide the Title Company and Buyer such information as the Title Company or Buyer may reasonably request to assist the Title Company in connection with such endorsements as are requested by Purchaserthe Title Commitment. PurchaserWithout limiting the foregoing, at its sole cost Seller shall provide the Title Company and expense, may also obtain one of more surveys Buyer a copy of the Fee Owned Property and most recent surveys in their possession regarding the Leased Locations at Purchaser’s expense (Real Property. Promptly after receiving the “Surveys”). Purchaser Title Commitment, Buyer shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections any defects in title which are not Permitted Encumbrances and would cause title to the condition Real Property to be uninsurable (any of title set forth which is called herein a "Defect of Title"). Buyer shall be deemed to have waived any objection to any Defect of Title that was disclosed by the Title Commitment if Buyer fails to notify Seller of such Defect of Title within thirty (30) days after receipt of such Title Commitment. With respect to the existence of any Defect of Title that is not disclosed by the Title Commitment, but which arises prior to Closing, Buyer shall immediately notify Seller in the Commitments or on the Surveys which materially affect the merchantability writing of 1245 Properties’ title or the use any such Defect of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Title. (b) Seller may voluntarily undertake agrees that upon the written request of Buyer it will consent and cause its affiliates to eliminate any and all consent to the relocation of the Title Objections Operating Easements and Seller's Easements so long as (i) Buyer pays the cost of such relocation, (ii) such relocation will be to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date space within Buyer's ownership and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not materially adversely affect the operation of Seller's or cannot eliminate its affiliates' transmission and distribution business, except for the minimum downtime associated with the cut over for such Title Objectionsrelocation process in accordance with Good Utility Practices, pursuant and (iii) the Buyer's requested relocation is consistent with Good Utility Practices. Seller further agrees to condition any grant or assignment by it of the Operating Easements or Sellers Easements on the express agreement of its transferee to be bound by the terms and conditions of this Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g7.12(b). (c) All title matters shown on the Commitments and the Surveys As to any Operating Easement or Sellers Easement not currently of record or reserved or granted back to Seller at Closing, all of which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes granted by Buyer at Closing concurrently with the transfer of title to Buyer and prior to any Title Objections which Seller elects not to, mortgage or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Dateother encumbrance, such Title Objections Operating Easements and Sellers Easements shall likewise be deemed Permitted Liensinclude standard cross-indemnity provisions relating to personal injury, death or property damage occurring as a result of gross negligence or willful misconduct in the use of such Easements, whereby each party agrees to indemnify the other for the consequences of the gross negligence or willful misconduct of those for whom the indemnifying party is legally responsible.

Real Estate Matters. (a) PurchaserThe Company shall, at its sole cost and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days promptly following the date of this Agreement, notify commence those actions necessary to comply with the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized New Jersey Industrial Site Remediation Act, N.J. S.A. 13:1K and do not constitute Permitted Liens its corresponding regulations (the “Title ObjectionsISRA”). , including, as appropriate, qualifying for a de minimis exception under ISRA, making any required notifications in a timely manner, hiring a licensed site remediation professional (bthe “LSRP”) Seller may voluntarily undertake to eliminate any commence the process to comply with the ISRA, filing a general information notice with the New Jersey Department of Environmental Protection (the “NJDEP”), and all promptly commencing the preliminary site assessment contemplated by ISRA (collectively, the “Initial Compliance Steps”). The Company shall use environmental consultants reasonably acceptable to Parent. Parent hereby approves Xxxxxx & Associates as such an acceptable consultant and as the LSRP. Parent shall have the right to review the proposed scope of work for the preliminary assessment, as well as drafts of the Title Objections report, and to provide reasonable comments to such materials, which Parent shall do on a reasonably prompt basis. The Company agrees to pursue the satisfaction of PurchaserInitial Compliance Steps diligently and shall use reasonable best efforts to complete the preliminary assessment report such that it is available to Parent as soon as reasonably possible, but the Seller is under and shall use reasonable best efforts for it to be delivered to Parent no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within later than five (5) business days following Sellerprior to the Effective Time. The Company agrees to consult with Parent regarding available options for compliance based on the findings of the preliminary assessment report and the Company shall not commit to a specific course of action regarding such findings without Parent’s notice that it will prior consent, which consent shall not unreasonably be conditioned, withheld or delayed. Notwithstanding anything to the contrary herein, if all required actions to comply with ISRA cannot eliminate such Title Objections, pursuant reasonably be (or have not been) fully performed prior to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to first date upon which the Effective Time could otherwise occur (based on the conditions set forth in Section 8.1 including Section 8.1(gArticle VI and assuming for such determination that ISRA were not applicable to the Merger or that the Company had fully complied with ISRA as of the date of such determination). , then the Company shall (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Furtheror, if Purchaser makes Parent waives such obligation, the Company may) file a remediation certification with the NJDEP for the purpose of removing any Title Objections which Seller elects not torestrictions under ISRA to the consummation of the Merger prior to completion of the ISRA process. If the Company fails to commence, or cannotunreasonably delays the actions required under this Section 5.17, cure, and Purchaser elects to Parent may proceed to Closing on undertake those steps necessary to secure ISRA compliance as of the Closing Date, such Title Objections shall likewise be deemed Permitted LiensEffective Time.

Real Estate Matters. (a) PurchaserPrior to the Closing, at Seller or its sole cost applicable Affiliate and expenseDelray Connecting Railroad Company shall execute and deliver a quitclaim xxxx of sale, may order in form and substance reasonably acceptable to Buyer and Seller, transferring all of Seller’s or its applicable Affiliate’s right, title policy Commitments and interest in and to the two rail bridges spanning the Rouge River to access Seller’s Zug Island, Michigan facilities and the car dumper serving as a bridge on Zug Island (the “CommitmentsZug Island Bridges”) from Seller or its applicable Affiliate to be issued by a title company Delray Connecting Railroad Company. In furtherance thereof, the foregoing parties shall execute and deliver such easements, licenses and rights of way, in form and substance reasonably acceptable to Purchaser (Buyer and Seller, reasonably necessary to allow for Delray Connecting Railroad Company to enter and exit the “Title Company”), accompanied by copies of Zug Island Bridges and shall make any and all recorded documents relating to restrictions, easements, rights-of-wayfilings with, and other matters affecting obtain any and all approvals, Permits or Orders by, any Governmental Authority necessary to consummate the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)foregoing transfer. (b) Prior to the Closing, Seller may voluntarily undertake shall execute and deliver a quitclaim deed, in form and substance reasonably acceptable to eliminate Buyer and Seller, to GRW transferring all Seller’s right, title and interest in and to the following buildings located on Seller’s Xxxx Works: (i) the approximately 26,520 square foot building designated by Seller as “Building 319” (commonly referred to as the Locomotive Shop), (ii) the approximately 1,846 square foot building designated by Seller as “Building 318” (commonly referred to as the Wash House) and (iii) the approximately 2,212 square foot modular building containing men’s and women’s locker rooms, a dining area, and office space, in each case, depicted on Section 5.20(b)(i) of the Seller Disclosure Schedule (collectively, the “Xxxx Locomotive Shop”). Simultaneously with the execution and delivery of the foregoing quitclaim deed, Seller and GRW shall amend and restate that certain Lease, dated February 1, 2013, by and between Seller and GRW, to reflect GRW’s ownership of the Xxxx Locomotive Shop and to incorporate customary arms-length terms for a commercial lease of similar nature (including separate metering of utilities and fair market rent), in each case in form and substance reasonably acceptable to Buyer, which amended and restated lease shall become effective upon the Closing. After the Closing, Buyer and Seller shall take, or cause one or more of their respective Affiliates (including GRW) to take, any and all actions, and execute and deliver any deeds, subdivision plats, certificates, filings, agreements or other instruments, in each case, that are reasonably necessary to convey, transfer and assign the approximately three acres of land on which the Xxxx Locomotive Shop is situated as depicted on Section 5.20(b)(ii) of the Title Objections Seller Disclosure Schedule, together with railroad tracks and other railroad-related equipment situated thereon (commonly referred to as the satisfaction of PurchaserRepairs in Progress facility), but the from Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to GRW as soon as reasonably practicable following the Closing Date and the Title Objections constitute a Material Adverse EffectDate, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice provided that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close Seller shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g)retain easements for any existing utility lines. (c) All title matters shown At the Closing, Seller and its Affiliates, on the Commitments one hand, and the Surveys applicable Company Group members, on the other hand, shall execute and deliver (i) access agreements providing the applicable Company Group member access to the Seller plants to which are they serve or support, in the manner in which it is provided as of the date hereof (collectively, the “Access Agreements”) and (ii) licenses providing the applicable Company Group member with perpetual access to and use of real estate, tracks and other rail facility appurtenances thereto owned, licensed or leased by Seller or its Affiliates outside of Seller’s plants in the manner in which such access and use is provided to such Company Group member as of the date hereof, which licenses will not require the subject payment of Title Objections any fee or other amount by such Company Group Member and shall be deemed in a recordable form (collectively, the “License Agreements”), in each case, in form and substance reasonably acceptable to be Permitted Liens. FurtherSeller and Buyer. (d) Notwithstanding anything to the contrary in the foregoing, if Purchaser makes any Title Objections which Seller elects not toeach Party agrees to negotiate in good faith the deeds, or cannotleases, curelicenses, agreements, certificates and Purchaser elects instruments contemplated by this Section 5.20 and to proceed to Closing on reasonably cooperate with the Closing Date, such Title Objections shall likewise be deemed Permitted Liensother Party in connection with the consummation of the transactions contemplated by this Section 5.20.

Real Estate Matters. (a) PurchaserSellers shall have obtained, in preparation for the Closing, at its sole Sellers' own cost and expense, may order title policy Commitments and shall have delivered to Purchaser no later than fifteen (15) days prior to the Closing, a commitment for an ALTA Leasehold Policy of Title Insurance for any specific Assumed Facilities identified by Purchaser's lenders (the “"Material Assumed Facilities") (the "Title Commitments”) to be "), issued by a title company reasonably acceptable insurer satisfactory to Purchaser (the “"Title Company”Insurer"), accompanied by insuring Purchaser's interest in such parcel as of the Closing, subject only to the Permitted Liens. Sellers shall deliver at the time of delivery of the Title Commitments, copies of all recorded documents relating of record referred to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property therein. Sellers will provide Purchaser with title insurance policies ("Title Policies") on or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at before the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and from the Title Company and with Insurer based upon the Title Commitments. Each such Title Policy will be dated as of the date of closing and, unless not available in the any state where Assumed Facility is located, contain such endorsements as are requested by Purchaser and Purchaser. Purchaser, at its sole cost and expense, 's lender may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)reasonably request. (b) Seller may voluntarily undertake Sellers have procured, at their own cost and expense, in preparation for the Closing, and shall have delivered to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under Purchaser no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser later than ten (10) days prior to the Closing Date Closing, current surveys of each of the Material Assumed Facilities ("Surveys"), prepared by a licensed surveyor, satisfactory to Purchaser, and conforming to 1999 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 13, 14, 15 and 16, and such standards as the Title Insurer may require as a condition to the removal of any survey exceptions from the Title Policies, and certified to Purchaser, Purchaser's lenders and the Title Objections constitute Insurer, in a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate form satisfactory to such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g)parties. (c) All title matters shown With respect to the Assumed Facilities, Sellers shall have obtained landlords' estoppels, landlords' lien waivers and landlords' consents to leasehold mortgages or collateral assignment of leases if required by Purchaser's lenders. (d) No damage or destruction or other change shall have occurred with respect to any Assumed Facility or any portion thereof that, individually or in the aggregate, would have a material adverse effect on the Commitments and use or occupancy of the Surveys which are not Assumed Facility or the subject operation of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.Business as currently conducted thereon;

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order Buyer shall obtain an American Land Title Association ("ALTA") or New York Board of Title Underwriters ("NYBTU") owners standard form title policy Commitments commitment with respect to the Real Property (the “Commitments”"Title Commitment") to be issued by from a title company reasonably acceptable to Purchaser of Buyer's choice (the “"Title Company”)") covering title to the Real Property, accompanied by copies of all recorded documents relating to restrictionstogether with an ALTA 3.1 zoning endorsement, easementsif available, rights-of-wayincluding parking and access, and such other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”)endorsements as Buyer may reasonably request. The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and Seller shall provide the Title Company and Buyer such information as the Title Company or Buyer may reasonably request to assist the Title Company in connection with such endorsements as are requested by Purchaserthe Title Commitment. PurchaserWithout limiting the foregoing, at its sole cost Seller shall provide the Title Company and expense, may also obtain one of more surveys Buyer a copy of the Fee Owned most recent surveys in their possession regarding the Real Property. Promptly after receiving the Title Commitment, Buyer shall notify Seller in writing of any defects in title which are not Permitted Encumbrances and would cause title to the Real Property and the Leased Locations at Purchaser’s expense to be uninsurable (the “Surveys”any of which is called herein a "Defect of Title"). Purchaser Buyer shall promptlybe deemed to have waived any objection to any Defect of Title that was disclosed by the Title Commitment if Buyer fails to notify Seller of such Defect of Title within thirty (30) days after receipt of such Title Commitment. With respect to the existence of any Defect of Title that is not disclosed by the Title Commitment, but not later than forty five (45) days following the date of this Agreementwhich arises prior to Closing, Buyer shall immediately notify the Seller in writing of objections to the condition any such Defect of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Title. (b) Seller may voluntarily undertake O&R agrees that upon the written request of Buyer it will consent and cause its affiliates to eliminate any and all consent to the relocation of the Title Objections Operating Easements and Seller's Easements so long as (i) Buyer pays the cost of such relocation, (ii) such relocation will be to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date space within Buyer's ownership and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not materially adversely affect the operation of Seller's or cannot eliminate its respective affiliates' transmission and distribution business, except for the minimum downtime associated with the cut over for such Title Objections, pursuant relocation process in accordance with Good Utility Practices and (iii) the Buyer's requested relocation is consistent with Good Utility Practices. Seller further agrees to Section 9.3 hereof without further liability to Purchaser condition any grant or assignment by it of the Operating Easements or Seller. If 's Easements on the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation express agreement of its transferee to close shall nevertheless remain subject to be bound by the terms and conditions set forth in of this Section 8.1 including Section 8.1(g7.12(b). (c) All title matters shown on the Commitments and the Surveys As to any Operating Easement or Seller's Easement not currently of record or reserved or granted back to O&R at Closing, all of which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes granted by Buyer at Closing concurrently with the transfer of title to Buyer and prior to any Title Objections which Seller elects not to, mortgage or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Dateother encumbrance, such Title Objections Operating Easements and Seller's Easements shall likewise be deemed Permitted Liensinclude standard cross- indemnity provisions relating to personal injury, death or property damage occurring as a result of gross negligence or willful misconduct in the use of such Easements, whereby each party agrees to indemnify the other for the consequences of the gross negligence or willful misconduct of those for whom the indemnifying party is legally responsible.

Real Estate Matters. The Borrower shall have delivered to the Lender (ax) Purchaserwith respect to each parcel of Real Property subjected to a Mortgage as of the Closing Date, at its sole cost and expense(y) within 30 days of the request therefor by the Lender, may order with respect to each parcel of Real Property acquired by the Borrower or any Guarantor after the Closing Date that becomes subject to a Mortgage pursuant to Section 6.10(a) above, all of the following: (i) an American Land Title Association ( ALTA) mortgagee title insurance policy Commitments or policies, or unconditional commitments therefor (the “Commitments”a "Title Policy") to be issued by a title insurance company reasonably acceptable satisfactory to Purchaser the Lender (the “a "Title Company”"), accompanied in an amount not less than the amount reasonably required therefor by the Lender (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Lender that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens and a standard survey exception, which Title Policy (1) shall include an endorsement for mechanics' liens, for revolving, "variable rate" and future advances under this Agreement and for any other matters reasonably requested by the Lender and (2) shall provide for affirmative insurance and such reinsurance as the Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Lender; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Lender; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to restrictionssuch real Property; (iv) evidence, easements, rights-of-way, and which may be in the form of a letter or other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to issue at whether (1) such Real Property is a Flood Hazard Property, and (2) the Closingcommunity in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, ALTA form and if such Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of Title Insurance Policies such Flood Hazard Property to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys extent required under the applicable regulations of the Fee Owned Property Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Leased Locations at Purchaser’s expense Lender, of such Real Property, certified in a manner satisfactory to the Lender by a licensed professional surveyor reasonably satisfactory to the Lender; (vi) a certificate of Holdings identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following five-year period prior to the date of this Agreementexecution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, notify the Seller or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in writing of objections draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the condition Lender; (vii) an opinion of title set forth local counsel admitted to practice in the Commitments or jurisdiction in which such Real Property is located, satisfactory in form and substance to the Lender, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the Surveys which materially affect execution, delivery, recording and enforcement of such Mortgage as the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”).Lender may reasonably request; (bviii) Seller may voluntarily undertake to eliminate any The Lender shall have received appraisals, satisfactory in form and all of the Title Objections substance to the satisfaction of PurchaserLender, but the Seller is under no obligation to do so. If, however, the Seller elects dated not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser more than 60 days prior to the Closing Date date of execution of each Mortgage and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject addressed to the conditions Lender or accompanied by a separate letter indicating that the Lender may rely thereon, from one or more nationally recognized appraisal firms, satisfactory to the Lender, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings or any of its Subsidiaries in the United States of America, which appraisals shall set forth in Section 8.1 including Section 8.1(g). (cA) All title matters shown the "fair market value" of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the Commitments and premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the Surveys "orderly disposal value" of such property (i.e., the amount which are not the subject may be realized through a forced sale disposal of Title Objections shall be deemed such property when a reasonable time to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, curefind a buyer is allowed), and Purchaser elects to proceed to Closing on (C) the Closing Date"forced liquidation value" of such property (i.e., the amount which may be realized through an immediate forced sale disposal of such Title Objections shall likewise be deemed Permitted Liens.property), in each case as determined in accordance with sound appraisal standards; and

Real Estate Matters. (ai) Purchaser, at its sole cost and expense, may order A title policy Commitments (insurance company selected by the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “"Title Company”") shall be willing to insure at standard rates the Company's marketable title in and to the Owned Real Property in fee simple, the Company's leasehold estate in any financable Leased Real Property (a "Financable Leasehold"), accompanied by copies and the Purchaser's lender's ("Lender") mortgage lien on the Owned Real Property and each Financable Leasehold, in each case free and clear of all recorded documents relating to restrictions, easements, rightsLiens except for Permitted Liens and including such endorsements and affirmative coverages as the Purchaser and Lender shall reasonably require (including non-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”imputation endorsements). The Commitments will commit Sellers shall provide all such affidavits and indemnities as the Title Company reasonably shall require in order to issue at afford such coverages; provided, that the ClosingPurchaser shall bear the cost of obtaining such title insurance. (ii) The Purchaser shall have received a survey of each Owned Real Property and each Leased Real Property to which the Company holds a Financable Leasehold, in each case conforming to the Minimum Standard Detail Requirements jointly established and approved in 1992 by ALTA form of Title Insurance Policies and ACSM, certified to Purchaserthe Company, such policies to be in an amount as determined jointly by the Lender, the Purchaser and the Title Company and with such endorsements as are requested by Purchasershowing no Liens except for Permitted Liens. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). The Purchaser shall promptly, but not later than forty five bear the cost of obtaining such surveys. (45iii) days following All Real Property shall be in substantially the same condition and repair as that on the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized reasonable wear and do not constitute Permitted Liens (the “Title Objections”)tear excepted. (iv) The Purchaser shall have received from each Seller an affidavit (a) stating under penalties of perjury that such Seller is not a "foreign person," as defined in Section 1445(f)(3) of the Internal Revenue Code, (b) Seller may voluntarily undertake to eliminate any setting forth such Seller's taxpayer identification number, and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on granting Purchaser permission to furnish a copy of such affidavit to the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensInternal Revenue Service.

Real Estate Matters. (a) PurchaserPrior to the Closing, at its sole cost and expense, the Seller shall take such actions as may order title policy Commitments (be specified in the “Commitments”) Specimen Title Policy that are to be performed by the Seller so as to enable such Specimen Title Policy to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Buyer. (b) Seller may voluntarily undertake agrees that upon the written request of Buyer it will consent and will cause its electric company and steam company Affiliates to eliminate any and all consent to the relocation of the Title Objections Easements so long as (i) Buyer irrevocably agrees to bear the satisfaction cost of Purchasersuch relocation, but the Seller is under no obligation (ii) such relocation will be to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date space within Buyer's ownership and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser materially adversely affect the operation of Seller's or Seller's Affiliate's transmission and distribution business (except for down time associated with the cut over for such relocation process in accordance with Good Utility Practices), and (iii) the proposed relocation is consistent with Good Utility Practice. If Seller further agrees to condition any grant or assignment by it of the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation Easements on the express agreement of its transferee to close shall nevertheless remain subject to be bound by the terms and conditions set forth in of this Section 8.1 including Section 8.1(g7.13(b). (c) All title matters shown on the Commitments and the Surveys As to any Easements not currently of record or reserved or granted back to Seller at Closing, all of which are not to be granted by Buyer at Closing immediately after transfer of title to Buyer and prior to any mortgage or other encumbrance, such Easements shall include standard cross-indemnity provisions relating to personal injury, death, or property damage occurring as a result of gross negligence or willful misconduct in the subject use of Title Objections such Easement, whereby each party agrees to indemnify the other for the consequences of its own gross negligence or willful misconduct of those for whom the indemnifying party is legally responsible. (d) Those Easements to Seller's Affiliates attached as part of Exhibit C-2 shall be deemed granted substantially in the forms set forth and shall be recorded prior to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensClosing.

Real Estate Matters. (a) Not later than twenty (20) Business Days prior to the Closing Date, Purchaser shall use reasonable efforts to deliver to Seller, with respect to each parcel of Owned Real Property and each parcel of Leased Real Property for which there is a memorandum of lease of record, a title commitment (including all documents, instruments or agreements evidencing or creating the exceptions to, or Encumbrances on, title referenced in such commitment) (the “Commitments”) issued by the Title Insurer. Purchaser shall not have the right to object to any matters on such commitments if the Commitments reflect that Seller has good and indefeasible title or leasehold interest in and to the Real Property, subject only to Permitted Encumbrances. If any Commitment pursuant to Section 2.7(b) below identifies any Lien Defect or any other matter that is not a Permitted Encumbrance, Purchaser shall have the right to notify Seller of Purchaser’s objection to such Lien Defect or other matter and Seller shall make a good faith effort to cure such Lien Defect or other matter to Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) on, or prior to, the Closing Date. If Seller (A) does not cure any Lien Defect or other matter to Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) prior to the Closing, and Purchaser does not elect to waive any Lien Defect or other matter, or (B) is unable to deliver insurable fee simple (in the case of each of the Owned Real Properties) or leasehold (in the case of each Leased Real Property for which there is a memorandum of lease of record) title subject only to Permitted Encumbrances, then in either such events, Purchaser may exclude such Owned Real Property or Leased Real Property (each Branch associated with such Real Property, an “Excluded Branch”) by giving Seller written notice. The costs of obtaining the Commitments shall be borne equally by Seller and Purchaser. (b) (i) Within thirty (30) calendar days after the date of this Agreement, Purchaser may, at its sole cost and expense, may order title policy Commitments (the “Commitments”) to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, undertake such physical inspections and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys examinations of the Fee Owned Real Property and the Leased Locations facilities subject to the Branch Leases, including such inspections of the buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted upon advance notice to and coordination with Seller and in all instances in a manner and at times so as to not disrupt Seller’s business operations of the Branches. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser’s expense (. Notwithstanding the “Surveys”). foregoing, Purchaser shall promptlynot conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Property or facilities subject to the Branch Leases, but without the prior written consent of Seller (which consent will not later than forty five unreasonably be withheld, conditioned or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed fifteen (4515) calendar days following the date expiration of this Agreementthe initial thirty (30) calendar day period. (ii) If Purchaser shall discover a Material Defect as a result of Purchaser’s inspections and examinations undertaken in accordance with Section 2.7(b), notify Purchaser shall give Seller written notice as soon as possible (but in no event later than the Seller in writing expiration of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title thirty (30) calendar day period, or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens additional fifteen (the “Title Objections”15). (b) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

Real Estate Matters. (a) PurchaserAll leases, contracts and arrangements with respect to occupancy by the Verizon Network Equipment Assets of space in the Verizon Central Offices shall be transferred to Parent at its sole cost the Effective Time and expenseincluded in the Assumed Verizon Contracts, may order title policy Commitments substantially at the rates offered by Verizon to DLECs generally in the market in which such Verizon Central Office is located. In the event that any rack located in an Verizon Central Office is used in connection with the Verizon DSL Business and is shared with any other Affiliate of Verizon as of the Effective Time (any such Affiliate of Verizon, together with Parent, are referred to as the “Commitments”) "Sharing Parties"), from and after the Effective Time, the Sharing Party which is the primary user of such rack shall retain the payment obligations to the owner of such Verizon Central Office with respect thereto and the Sharing Party which is not the primary user of such rack shall reimburse such primary user in a manner to be issued by a title company reasonably acceptable agreed upon. (i) All leases, contracts and arrangements with respect to Purchaser (the “Title Company”), accompanied by copies occupancy of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are premises not located in lifestyle centers, office developments, condominium developments or major retail developments (an Verizon Central Office which are used exclusively in connection with the “Leased Locations”). The Commitments will commit Verizon DSL Business as of the Title Company Effective Time shall be transferred to issue Parent at the ClosingEffective Time and included in the Assumed Verizon Contracts, ALTA form except to the extent subject to a regulatory prohibition or the imposition of Title Insurance Policies incremental obligations on Verizon or its Affiliates, including a non-discrimination obligation. Any changes from and after the Effective Time with respect to Purchasersuch leases, contracts and arrangements relating to such policies to facilities shall be in an amount as determined jointly by Purchaser made at the sole discretion of, and the Title Company and with such endorsements as are requested by Purchaser. Purchaserexpense of, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Parent. (bii) Seller may voluntarily undertake All leases, contracts and arrangements with respect to eliminate any and all the occupancy of premises not located in an Verizon Central Office which at the Effective Time are shared by the Verizon DSL Business with another Affiliate or business of Verizon (the "Shared Facilities") shall be transferred to Parent at the Effective Time (provided that Parent shall assume only a pro rated portion of the Title Objections obligations under such leases, contracts and arrangements based on the relative uses of such premises) and included in the Assumed Verizon Contracts, except to the satisfaction extent subject to a regulatory prohibition or the imposition of Purchaserincremental obligations on Verizon or its Affiliates, but the Seller is under no obligation to do so. Ifincluding a non- discrimination obligation; provided, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days that as soon as practicable following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, but in no event later than the six-month anniversary of the Closing Date, Parent shall have the right, exercisable one time, to notify Verizon (the "Lease Rejection Notice") that it desires to reassign to Verizon any of the leases, contracts and arrangements related to Shared Facilities that in the sole discretion of Parent it does not choose to continue to use. The Lease Rejection Notice shall specify all Shared Leases to be reassigned. Such reassignment of each such Title Objections Shared Lease shall likewise be deemed Permitted Lienseffected promptly upon vacation of the particular subject premises by Parent, and Parent shall be responsible for the payment of all amounts accrued with respect to such Shared Lease up to the date of such reassignment. (iii) Transferred Employees that at the Effective Time are in facilities covered by Shared Leases included in the Lease Rejection Notice are referred to herein as "Relocated Employees."

Real Estate Matters. (a) Purchaser, at its sole cost and expense, may order title policy Commitments (the “Commitments”) Prior to be issued by a title company reasonably acceptable to Purchaser (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form the Sellers shall use ------------------- reasonable best efforts to obtain with respect to each parcel of Title Insurance Policies to Purchaser, such policies to be Leased Real Property (as defined below in an amount as determined jointly by Section 5.12) for which the Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify requests ------------ from the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens at least fifteen (the “Title Objections”). (b15) Seller may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser days prior to the Closing Date (i) an estoppel and consent letter in a form reasonably satisfactory to the Purchaser and prepared by the Purchaser (the "Estoppel and Consent Letter") from --------------------------- the landlords, lessors, sublessors or licensors of such Leased Real Property (each a "Landlord") stating that (A) a copy of the lease, sublease, license or -------- tenancy agreement demising the Leased Real Property (each a "Lease"), attached ----- to the Estoppel and Consent Letter is a true, correct and complete copy of the Lease, and represents the entire agreement between the Landlord and the Title Objections applicable Seller; (B) to the Landlord's knowledge the applicable Seller is not in breach or default under the Lease, and no event has occurred which would with notice or passage of time, or both, constitute a Material Adverse Effectbreach or default or permit termination, modification, or acceleration under the Lease and the Landlord has not repudiated any provision of the Lease; (C) all rent and other payments owed by the applicable Seller to the Landlord have been paid to date, (D) to the Landlord's knowledge there are no disputes, oral agreements or forbearance agreements in effect as to the Lease, (E) that the Landlord consents to the assignment of the Lease to the Purchaser and (F) containing such other statements or agreements as the Purchaser may terminate this Agreement, within five reasonably request; (5ii) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject non- disturbance agreement in form and content reasonably satisfactory to the conditions set forth Purchaser from each lender of each Landlord; and (iii) a landlord lien waiver agreement in Section 8.1 including Section 8.1(g). (c) All title matters shown form and content reasonably satisfactory to the Purchaser stating that Landlord agrees to be subordinated to the Purchaser's lenders with respect to rights to foreclose on any of the Commitments Purchaser's property and the Surveys equipment which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing located on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensLeased Real Property.

Real Estate Matters. (a) PurchaserSeller shall, at no cost to Seller, use its sole cost commercially reasonable efforts to cooperate with Buyer in (i) obtaining surveys of and expense, may order title policy Commitments information and documentation relating to all Real Property; (the “Commitments”ii) to be issued by obtaining a title company reasonably acceptable insurance commitment covering all material Real Property. All costs incurred in connection with the foregoing, including survey and title insurance costs, shall be borne by Buyer. (b) Buyer shall use commercially reasonable best efforts to Purchaser obtain a revised title commitment with an effective date as close as possible to the Closing Date in order to limit the gap period. (c) Buyer agrees to request that Chicago Title Insurance Company (the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting ) remove from the Fee Owned Property or commitment for the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the “Leased Locations”). The Commitments will commit the Title Company to issue at the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies title insurance policy to be obtained by Buyer at Closing in an amount as determined jointly by Purchaser and connection with the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens Transaction (the “Title ObjectionsPolicy”). ) any gap exception language (b“Gap Exception”) Seller may voluntarily undertake with respect to eliminate any the period beginning with (i) the date appearing on its most recently updated issued Commitment to Insure and all ending with (ii) recordation of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this Agreement, within five Deed (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(g). (c) All title matters shown on the Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liensno later than (1) business day after the delivery of the Deed) from the Seller to the Title Company, or as soon thereafter as the filing office re-opens in the event of a scheduled or unscheduled closing (the “Gap Period”). FurtherIf the Title Company refuses to remove the Gap Exception without a gap indemnity from Seller, then Seller will attempt to agree to a form of gap indemnity in favor of the Title Company which is sufficient to have the Gap Exception removed. If the Seller does not deliver to the Title Company a gap indemnity mutually acceptable to Seller and the Title Company sufficient to cause the Title Company to remove the Gap Exception in connection with the issuance of the Title Policy, then Seller agrees with Buyer to promptly defend, remove, bond or otherwise fully dispose of any lien, encumbrance or adverse claim affecting title to the Real Property that arises during the Gap Period, and first appears in the public records during the Gap Period, but only to the extent (x) Buyer makes a claim with respect thereto within twelve (12) months after the date of the Deed, and (y) such lien, encumbrance or adverse claim: (i) is placed on the Real Property by or against the Seller during the Gap Period, (ii) is the result of a lien being filed against the Seller during the Gap Period as a result of the action or inaction of the Seller or (iii) is the result of any filing or recordation by the Seller during the Gap Period, and to indemnify the Buyer against all loss, damage, expense, costs and fees, including but not limited to reasonable attorney’s fees, accruing until resolution which may result from the Seller not promptly defending, removing, bonding or otherwise fully disposing of any such lien, encumbrance or adverse claim placed against the Real Property. Notwithstanding anything to the foregoing, if Purchaser makes any the Title Objections which Company agrees to issue the Title Policy with the Gap Exception removed without receiving a gap indemnity from Seller, then no further obligations or indemnity will be owed by Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensBuyer under this Section 7.11(c).

Real Estate Matters. (a) PurchaserAt its option, at its sole cost the Purchaser Representative may obtain in preparation for the Closing, a commitment for an ALTA Owner's or Leasehold Policy of Title Insurance, as the case may be, Form B-1970, for each parcel of Owned Real Property and expense, may order title policy Commitments each material Leased Real Property (the “"Title ----- Commitments”) to be "), issued by a title company reasonably acceptable insurer satisfactory to the Purchaser ----------- Representative (the “"Title Company”Insurer"), accompanied in such amount as the Purchaser ------------- Representative determines to be the fair market value (including all improvements thereon), insuring the Company's interest in such parcel as of Closing, subject only to the Permitted Liens. If requested by the Purchaser Representative, the Company shall deliver at the time of delivery of the Title Commitments, copies of all recorded documents relating of record referred to restrictionstherein. At its option, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments Purchaser Representative may obtain title insurance policies (the “Leased Locations”). The Commitments will commit the "Title Company to issue at Policies") on or before the Closing, ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and -------------- from the Title Company and with such endorsements as are Insurer based upon the Title Commitments. If requested by Purchaserthe Purchaser Representative, the Company will deliver to the Title Insurer all affidavits, undertakings and other title clearance documents necessary to issue the Title Policies and endorsements thereto. Purchaser, at its sole cost and expense, may also obtain one Each such Title Policy will be dated as of more surveys of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections Closing and to the condition extent available at reasonable rates, (i) insure title to the applicable parcels of title set forth real estate and all recorded easements benefitting such parcels, subject only to Permitted Liens, (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent), (iv) contain an endorsement insuring that the Commitments or parcel described in such Title Policy is the parcel shown on the Surveys which materially affect survey delivered with respect to such parcel and a survey accuracy endorsement, (v) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (vi) if the merchantability real estate covered by such policy consists of 1245 Properties’ title or the use more than one record parcel, contain a "contiguity" endorsement insuring that all of the Fee Owned Property or Seller’s use record parcels are contiguous to one another, (vii) contain a non-imputation endorsement, (viii) contain a tax number endorsement and (ix) contain such other endorsements as the Purchaser Representative may reasonably request. The costs of any Title Commitments and Title Policies will be split evenly between the Leased Locations as presently utilized Purchasers on the one hand and do not constitute Permitted Liens (the “Title Objections”)Company on the other hand. (b) Seller At its option, the Purchaser Representative may voluntarily undertake obtain in preparation for the Closing, current surveys of each parcel of Owned Real Property and each material Leased Real Property prepared by a licensed surveyor satisfactory to eliminate any the Purchasers, and all of conforming to 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys (the "Surveys"), and such standards as ------- the Title Objections Insurer may require as a condition to the satisfaction removal of Purchaserany survey exceptions from the applicable Title Policy, but and certified to the Seller is under no obligation to do so. If, howeverCompany, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser prior to the Closing Date Company's lender and the Title Objections constitute a Material Adverse Effect, Purchaser may terminate this AgreementInsurer, within five (5) business 30 days following Seller’s notice that it of the Closing Date, in a form satisfactory to such parties. The Surveys shall disclose the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and such matters shown customarily on such surveys, show access affirmatively to public streets and roads, and include Table A Item Nos. 1-4 and 6-14. The costs of the Surveys will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If be split evenly between the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to Purchasers on the conditions set forth in Section 8.1 including Section 8.1(g)one hand and the Company on the other hand. (c) All title matters shown on Prior to Closing, the Commitments Company shall use reasonable best efforts to obtain with respect to each parcel of Leased Real Property for which the Purchaser Representative requests from the Company in writing at least fifteen (15) days prior to the Closing (i) an estoppel and consent letter in a form reasonably satisfactory to the Purchaser Representative (the "Estoppel and ------------ Consent Letter") from the landlords, lessors, sublessors or licensors of such -------------- Leased Real Property (each a "Landlord") stating that (A) a copy of the lease, -------- sublease, license or tenancy agreement demising the Leased Real Property (each a "Lease"), attached to the Estoppel and Consent Letter is a true, correct and ----- complete copy of the Lease, and represents the entire agreement between the Landlord and the Surveys Company or its applicable Subsidiary; (B) to the Landlord's knowledge the Company or its applicable Subsidiary is not in breach or default under the Lease, and no event has occurred which would with notice or passage of time, or both, constitute a breach or default or permit termination, modification, or acceleration under the Lease and the Landlord has not repudiated any provision of the Lease; (C) all rent and other payments owed by the Company or its applicable Subsidiary to the Landlord have been paid to date, (D) to the Landlord's knowledge there are no disputes, oral agreements or forbearance agreements in effect as to the Lease, (E) if applicable, that the Landlord consents to the assignment of the Lease (resulting from a change in control of the Company or its applicable Subsidiary) and (F) containing such other statements or agreements as the Purchasers may reasonably request; (ii) a non-disturbance agreement in form and content reasonably satisfactory to the Purchasers' Representative from each lender of each Landlord; and (iii) a landlord lien waiver agreement in form and content reasonably satisfactory to the Purchaser Representative stating that Landlord agrees to be subordinated to the Company's lenders with respect to rights to foreclose on any of the Company's (or any of its Subsidiaries') property and equipment which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing located on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensLeased Real Property.

Real Estate Matters. (a) Not later than twenty (20) Business Days prior to the Closing Date, Purchaser shall use reasonable efforts to deliver to Seller, with respect to each parcel of Owned Real Property and each parcel of Leased Real Property for which there is a memorandum of lease of record, a title commitment (including all documents, instruments or agreements evidencing or creating the exceptions to, or Encumbrances on, title referenced in such commitment) (the "Commitments") issued by the Title Insurer. Purchaser shall not have the right to object to any matters on such commitments if the Commitments reflect that Seller has good and indefeasible title or leasehold interest in and to the Real Property, subject only to Permitted Encumbrances. If any Commitment pursuant to Section 2.7(b) below identifies any Lien Defect or any other matter that is not a Permitted Encumbrance, Purchaser shall have the right to notify Seller of Purchaser's objection to such Lien Defect or other matter and Seller shall make a good faith effort to cure such Lien Defect or other matter to Purchaser's reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) on, or prior to, the Closing Date. If Seller (A) does not cure any Lien Defect or other matter to Purchaser's reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) prior to the Closing, and Purchaser does not elect to waive any Lien Defect or other matter, or (B) is unable to deliver insurable fee simple (in the case of each of the Owned Real Properties) or leasehold (in the case of each Leased Real Property for which there is a memorandum of lease of record) title subject only to Permitted Encumbrances, then in either such events, Purchaser may exclude such Owned Real Property or Leased Real Property (each Branch associated with such Real Property, an "Excluded Branch") by giving Seller written notice. The costs of obtaining the Commitments shall be borne equally by Seller and Purchaser. (i) Within thirty (30) calendar days after the date of this Agreement, Purchaser may, at its sole cost and expense, may order title policy Commitments undertake such physical inspections and examinations of the Owned Real Property and the facilities subject to the Branch Leases, including such inspections of the buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted upon advance notice to and coordination with Seller and in all instances in a manner and at times so as to not disrupt Seller's business operations of the Branches. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Property or facilities subject to the Branch Leases, without the prior written consent of Seller (which consent will not unreasonably be withheld, conditioned or delayed) and coordinating the “Commitments”scope of such work with Seller or Seller's consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed fifteen (15) calendar days following the expiration of the initial thirty (30) calendar day period. (ii) If Purchaser shall discover a Material Defect as a result of Purchaser's inspections and examinations undertaken in accordance with Section 2.7(b), Purchaser shall give Seller written notice as soon as possible (but in no event later than the expiration of the thirty (30) calendar day period, or the additional fifteen (15) calendar day period if subject to an extension for testing as provided in Section 2.7(b))describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect (to be issued by read for purposes of this clause (ii) without reference to the $25,000 threshold). With regard to the facilities subject to the Branch Leases, Purchaser and Seller understand that conducting the inspections and effecting the cure of a title company reasonably acceptable to Purchaser (Material Defect, if any, may require the “Title Company”), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property action or the leased Restaurant locations that are consent of the lessor and the parties shall use their respective reasonable best efforts to cause such action to be taken or to obtain such consent. (iii) If Seller does not located in lifestyle centers, office developments, condominium developments elect to cure any such Material Defect or major retail developments is unable to cure such Material Defect to Purchaser's reasonable satisfaction at least ten (the “Leased Locations”). The Commitments will commit the Title Company 10) calendar days prior to issue at the Closing, ALTA form and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to repair and remediate the Material Defect in excess of Title Insurance Policies the $25,000 threshold but not to exceed $100,000 in respect of any Branch, provided that if there is a reasonable likelihood that the Material Defect could exceed such $100,000 limit, Purchaser may elect to treat the affected Branch as an Excluded Branch. (c) In the event that any portion of a Branch becomes an Excluded Branch in accordance with Section 2.7(a), Section 2.7(b) or Section 7.4(a), unless Purchaser otherwise agrees, any real property associated with the Excluded Branch shall no longer be deemed to be "Owned Real Property" or "Leased Real Property", and, at the sole option of Purchaser, who shall notify Seller of such policies decision in the notice provided by Section 2.7(a), either: (i) all other assets and liabilities associated with the Excluded Branch shall no longer be deemed to be Assets and Assumed Liabilities, except that (i) all deposits accounts associated with the Excluded Branch shall remain Deposits and be included in an amount the Assumed Liabilities and (ii) all Loans associated with the Excluded Branch shall remain Loans and be included in the Assets, and the consideration to be paid by Purchaser shall not include any value associated with any real property, lease, or other asset associated with the Excluded Branch that would otherwise be included in the calculation of the Purchase Price, or (ii) unless Purchaser otherwise determines, Seller will lease the real property and facilities associated with the Excluded Branch to Purchaser at a fair market value rent for that location until such time as determined jointly a new location has been acquired or leased by Purchaser and operations associated with the Title Company Excluded Branch have been transferred to such new location. In that event, (A) the assets specified in Section 2.1(b)(i) and (vi) -(xii) associated with such endorsements as the Excluded Branch (but, in the case of Section 2.1(b)(ix), only to the extent relating to Assets purchased or Assumed Liabilities assumed) shall continue to be deemed Assets, (B) the liabilities specified in Section 2.1(b)(i), (iii), (iv), and (but only to the extent related to the Assets associated with the Excluded Branch) Section 2.2(b)(vii), associated with the Excluded Branch shall continue to be deemed Assumed Liabilities, (C) the assets specified in Section 2.2(b)(ii)-(iv) that are requested associated with the Excluded Branch shall no longer be deemed to be Assets, and the liabilities specified in Section 2.2(b)(ii) and (vii) that are associated with the Excluded Branch shall no longer be deemed to be Assumed Liabilities, and (D) the consideration to be paid by Purchaser. PurchaserPurchaser shall not include any value associated with any real property, at its sole cost and expense, may also obtain one of more surveys personal property or other asset associated with the Excluded Branch that would otherwise be included in the calculation of the Fee Owned Property and the Leased Locations at Purchaser’s expense (the “Surveys”). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement, notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties’ title or the use of the Fee Owned Property or Seller’s use of the Leased Locations as presently utilized and do not constitute Permitted Liens (the “Title Objections”)Purchase Price. (bd) Seller may voluntarily undertake to eliminate any and all of shall cause the Title Objections Insurer to update the satisfaction Commitments as of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the reasonable satisfaction of Purchaser three (3) Business Days prior to the Closing Date and (which updates, due to any delays in the Title Objections constitute local jurisdictions recordings, may reflect all matters that have been made of public record as of a Material Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Seller’s notice that it will not or cannot eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchaser’s obligation to close shall nevertheless remain subject to the conditions set forth in Section 8.1 including Section 8.1(gprior date). (ce) All title matters shown on Seller and Purchaser shall cause the Commitments and Title Insurer, as soon as practicable after the Surveys which are not the subject Closing, to issue a standard form of American Land Title Association (ALTA) form of policy or Leasehold Owner's Policy of Title Objections Insurance, as applicable (each, a "Title Policy" and collectively, the "Title Insurance"), to Purchaser covering the Owned Real Property and each Leased Real Property identified on Exhibit 1.1(a) as having a memorandum of lease of record in the amount equal to the Net Book Value of the relevant Real Property as included in the calculation of the Purchase Price. Such policies shall guarantee Purchaser's title to the relevant Real Property to be good and indefeasible, subject only to the Permitted Encumbrances. The costs of obtaining the Title Insurance shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which borne equally by Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing on the Closing Date, such Title Objections shall likewise be deemed Permitted LiensPurchaser.