Common use of Title Insurance and Survey Clause in Contracts

Title Insurance and Survey. (a) Buyer shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy of Title Insurance Form B-1992 issued by a title insurer reasonably satisfactory to Buyer, in such amount as Buyer reasonably may determine to be the fair market value of the Real Estate (including all Improvements thereon), insuring title to such Real Estate to be in Seller as of the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only to the extent that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall (i) insure title to the Real Estate and all recorded easements benefiting the Real Estate, (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in the title insurance policy is the same real estate as shown on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estate, (vi) contain a contiguity endorsement insuring that all of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptions. (b) Seller shall have procured, at its expense, a current survey of the Real Estate certified to Buyer and the title insurance company, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads (the "Survey"). The Survey shall not disclose any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over prior to the Closing.

Title Insurance and Survey. (ai) Buyer Prior to the Closing, the Company shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy obtained for the benefit of Title Insurance Form B-1992 issued by a title insurer reasonably satisfactory to Buyer, in such amount as Buyer reasonably may determine connection with the transfer of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the fair market value Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsement, or local equivalent, and (subject to Section 1.6(ii)) such other endorsements as may be available in Maryland and requested by Buyer prior to the Closing, which Title Policy shall (1) omit (or modify, so as to comply with the Company's representations in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted Encumbrances, the amount of the Real Estate (including all Improvements thereon), insuring title to such Real Estate Title Policy to be in Seller as the amount of $10 million. In order to obtain such deletion (or such modification) of the Closing (subject only 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only Title Company prior to the extent that Closing such permitted encumbrances do not have a material adverse effect on customary Owners' Title Affidavit as the Business Title Company may require to enable it to so delete (or so modify) the Real Estate'printed exceptions' (the "Title Affidavit"). The title insurance policy Title Policy shall (i) insure title be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to the Real Estate and all recorded easements benefiting the Real Estate, (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain Buyer an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in the title insurance policy is the same real estate as shown Survey on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estate, (vi) contain a contiguity endorsement insuring that all of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptions. (b) Seller shall have procured, at its expense, a current survey of the Real Estate certified to Buyer and the title insurance company, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads Property (the "Survey"). The Survey shall not disclose ) and shall, as promptly and reasonably practicable following the date of this Agreement, and in any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over event no later than ten (10) days prior to the Closing Date, cause the Survey to be redated and certified to Buyer and deliver the same to Buyer. The cost of the Title Policy and the Survey shall be shared equally by Buyer and the Company. Except as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costs) shall be borne by the Company. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy order commitments for owner’s policies of title insurance (the “Title Insurance Form B-1992 Commitment”) issued by a the Title Insurer covering fee simple title insurer reasonably satisfactory to Buyerthe Property, in which the Title Insurer shall agree to insure, in such amount as Buyer reasonably may determine to be the fair market value of the Real Estate (including all Improvements thereon)deems adequate, insuring merchantable title to such Real Estate to be in Seller as of interests free from the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) B standard printed exceptions and only to the extent that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall all other exceptions except for (i) insure title to the Real Estate exceptions which, under applicable state rules and all recorded easements benefiting the Real Estateregulations, cannot be deleted or modified and (ii) contain an "extended Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage endorsement" insuring over the general any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions contained customarily in such policiestherein, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title insurance policy is the same real estate as shown on the Survey delivered with respect theretocommitment and attachments, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estateall subsequent revisions thereof, (vi) contain a contiguity endorsement insuring that all promptly upon receipt of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptionssame. (b) Seller shall have procured, at its expense, a current survey If (i) any of the Real Estate certified Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer and in Buyer’s sole discretion, or (ii) the title insurance companySurvey to be obtained by Buyer pursuant to Section 7.5(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads or (the "Survey"). The Survey shall not disclose iii) at any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to ten (10) days following the date of such Title Notice), Buyer shall have the option to: (i) accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (d) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (e) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer assumes any of the obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default.

Title Insurance and Survey. (ai) Buyer Prior to the Closing, the Company shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy obtained for the benefit of Title Insurance Form B-1992 issued by a title insurer reasonably satisfactory to Buyer, in such amount as Buyer reasonably may determine connection with the transfer of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the fair market value Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsement, or local equivalent, and (subject to Section 1.6(ii)) such other endorsements as may be available in Maryland and requested by Buyer prior to the Closing, which Title Policy shall (1) omit (or modify, so as to comply with the Company's representations in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called `printed exceptions' (included among which, among others, are a survey exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted Encumbrances, the amount of the Real Estate (including all Improvements thereon), insuring title to such Real Estate Title Policy to be in Seller as the amount of $10 million. In order to obtain such deletion (or such modification) of the Closing (subject only `printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only Title Company prior to the extent that Closing such permitted encumbrances do not have a material adverse effect on customary Owners' Title Affidavit as the Business Title Company may require to enable it to so delete (or so modify) the Real Estate`printed exceptions' (the "Title Affidavit"). The title insurance policy Title Policy shall (i) insure title be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to the Real Estate and all recorded easements benefiting the Real Estate, (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain Buyer an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in the title insurance policy is the same real estate as shown Survey on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estate, (vi) contain a contiguity endorsement insuring that all of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptions. (b) Seller shall have procured, at its expense, a current survey of the Real Estate certified to Buyer and the title insurance company, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads Property (the "Survey"). The Survey shall not disclose ) and shall, as promptly and reasonably practicable following the date of this Agreement, and in any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over event no later than ten (10) days prior to the Closing Date, cause the Survey to be redated and certified to Buyer and deliver the same to Buyer. The cost of the Title Policy and the Survey shall be shared equally by Buyer and the Company. Except as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costs) shall be borne by the Company. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy order commitments for owner’s policies of title insurance (the “Title Insurance Form B-1992 Commitment”) issued by a the Title Insurer covering fee simple title insurer reasonably satisfactory to Buyerthe Property, in which the Title Insurer shall agree to insure, in such amount as Buyer reasonably may determine to be the fair market value of the Real Estate (including all Improvements thereon)deems adequate, insuring merchantable title to such Real Estate to be in Seller as of interests free from the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) B standard printed exceptions and only to the extent that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall all other exceptions except for (i) insure title to the Real Estate exceptions which, under applicable state rules and all recorded easements benefiting the Real Estateregulations, cannot be deleted or modified and (ii) contain an "extended Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage endorsement" insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in the title insurance policy is the same real estate as shown on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estate, (vi) contain a contiguity endorsement insuring that all of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptions“gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. (b) Seller shall have procured, at its expense, a current survey If (i) any of the Real Estate certified Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer and in Buyer’s sole discretion, or (ii) the title insurance companySurvey to be obtained by Buyer pursuant to Section 7.5(e) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads or (the "Survey"). The Survey shall not disclose iii) at any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over time prior to the Closing, title to Landlord’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller or Landlord, as applicable, will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with either Seller or Landlord having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller or Landlord, which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to the later of March 31, 2009 or ten (10) days following the date of such Title Notice), Buyer shall have the option to: (d) In the event Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above, or in the event a Required Cure Item is not cured on or before the Closing, Buyer shall have the option to: (i) accept Landlord’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (e) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may, at Buyer’s expense, order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (f) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer assumes any of the obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (g) At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (h) Title Expenses (as herein defined) shall be paid by the parties in accordance with Section 9.4 hereof.

Title Insurance and Survey. (a) Buyer shall have ordered within five days after the date hereof and subsequently obtained, at its expensein preparation for Closing (the cost and expense thereof to be shared equally by Buyer and Seller), a binding commitment to issue for an ALTA Owner's or Leasehold Policy of Title Insurance Insurance, as the case may be, Form B-1992 B-1970, for the Real Property located in Illinois, and, if not regularly available in New Jersey and Ohio, the current ALTA form available in those jurisdictions, for each parcel of Owned Real Property and each parcel of Leased Real Property (the "Title Commitments"), issued by Chicago Title Insurance Company (the "Title ----------------- ----- Insurer"). Buyer shall have obtained at the time of delivery of the Title ------- Commitments copies of all documents of record referred to therein. At the Closing, Seller shall have caused the Title Insurer to issue (the cost and expense to be shared equally by Buyer and Seller) the title insurance policies (which may be in the form of a title insurer reasonably satisfactory xxxx-up of the Title Commitments) in accordance with the Title Commitments, insuring Buyer's fee simple or leasehold interest (as the case may be) in each such parcel of Real Property as of the Closing Date (including all recorded easements benefitting such parcel insured as a separate parcel), with gap coverage from Seller through the date of recording, subject only to Buyerthe Permitted Encumbrances, in such amount as Buyer reasonably may determine to be set forth on the fair market value of Purchase Price Allocation Schedule (collectively, the "Title Policies"). Each Title -------------- Policy for the Owned Real Estate Property (including all Improvements thereon), insuring title to such Real Estate to be in Seller as of the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only to the extent available with respect to Leased Real Property provided that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall Buyer (iwithout any obligation of Seller to obtain same) insure title is able to the Real Estate and all recorded easements benefiting the Real Estate, obtain same) shall: (iia) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policiespolicies (provided that if required utility letters or surveys are not returned by the Closing Date, the "extended coverage endorsement" shall include all matters except those matters to be disclosed by such utility letters or surveys); (iiib) contain an ALTA Zoning Endorsement 3.1 3.1, with parking (or equivalent), ; (ivc) contain an endorsement insuring that the Real Estate parcel described in the title insurance policy such Title Policy is the same real estate as parcel shown on the Survey survey delivered with respect thereto, to such parcel and a survey accuracy endorsement; (vd) contain an endorsement insuring that each at least one street adjacent to the Real Estate such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel; (e) if the Real Estatereal estate covered by such policy consists of more than one record parcel, (vi) contain a contiguity "contiguity" endorsement insuring that all of the record parcels compromising the Real Estate when taken together form are contiguous to one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicableanother; and (viiif) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptionsa tax number endorsement. (b) Seller Buyer shall have procuredordered within five days after the date hereof and obtained (the cost and expense thereof to be equally shared by Seller and Buyer), at its expensein preparation for the Closing, current surveys of each parcel of Real Property prepared by a current survey of surveyor in the jurisdiction where the Real Estate Property is located, conforming to 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys ("Surveys"), and certified to Buyer and the title insurance companyTitle Insurer, prepared by a licensed surveyor which ------- form of certification shall be reasonably acceptable to Buyer and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing Insurer. The Survey shall disclose the location of all improvements, easements, party walls, sidewalks, roadways, visible utility lines, lines and other such matters shown customarily on such surveys, and showing show access affirmatively to public streets and roads (the "Survey")roads, and include Table A Item numbers 1-4, 6-11 and 13. The Except for Permitted Encumbrances, no Survey shall not disclose any survey defect or encroachment from or onto any of the Real Estate that has Property which will have a material adverse effect on the use or occupancy of the Real Property. Notwithstanding the foregoing, the failure to deliver any such survey shall not been cured or insured over prior be a failure of a Closing condition to Buyer's obligation to consummate the Closingtransactions contemplated by this Agreement.

Title Insurance and Survey. (a) Buyer shall have As of the date hereof, Purchaser has obtained, at its Purchaser's cost and expense, a binding commitment to issue for an ALTA Owner's Policy of Title Insurance Policy - Form B-1992 B- 1992 for the Owned Real Property (the "Title Commitment"), issued by First ---------------- American Title Insurance Company (the "Title Insurance Company"), together with ----------------------- copies of all underlying title documents identified in the Title Commitment. (b) At the Closing, Purchaser shall have received at Purchaser's sole cost and expense, a title insurer reasonably satisfactory insurance policy (which may be in the form of a xxxx- up of the Title Commitment) in accordance with the Title Insurance Commitment, insuring Purchaser's fee simple interest in the Owned Real Property as of the Closing Date (including all recorded easements benefitting such parcel) with gap coverage from Seller through the date of recording, subject only to Buyerthe Permitted Encumbrances, and in such amount as Buyer reasonably may determine Purchaser determines to be the fair market value of the Real Estate (including all Improvements thereon), insuring title to such Real Estate to be in Seller as ) of the Closing Owned Real Property insured thereunder (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only "Title Insurance Policy"). The Title Insurance ---------------------- Policy shall include the following endorsements (to the extent that available from the Title Insurance Company in Ohio with respect to the Owned Real Property, Purchaser shall pay any additional fee for such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall endorsements): (i) insure title to the Real Estate and all recorded easements benefiting the Real Estate, (ii) contain an "extended coverage endorsement" (insuring over the general exceptions contained customarily in such policies, or standard exceptions); (iiiii) contain an ALTA Zoning Endorsement 3.1 3.1, with parking (or equivalent), ; (iii) survey endorsement (insuring that the parcel described in such Title Insurance Policy is the parcel shown on the survey delivered with respect to such parcel); (iv) contain an access endorsement insuring that the Real Estate described in the title insurance policy is the same real estate as shown on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Real Estate such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel; (v) if the Owned Real EstateProperty covered by such policy consists of more than one record parcel, a "contiguity" endorsement (vi) contain a contiguity endorsement insuring that all of the record parcels compromising are contiguous to one another); (vi) a tax number endorsement (insuring the Real Estate when taken together form one contiguous tax parcel of number includes no other real estate without any gaps or gores (if applicableproperty); (vii) contain one or more encroachment endorsements, as applicablean owner's comprehensive endorsement; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptionssuch other endorsements as reasonably requested by Purchaser. (bc) Seller Purchaser shall have procuredobtained, at its Purchaser's cost and expense, a current survey dated not earlier than 45 days prior to Closing for each parcel of the Owned Real Estate certified to Buyer and the title insurance companyProperty for which a Title Insurance Policy is required, prepared by a Xxxx & Xxxxx National Surveyors Network or other licensed surveyor satisfactory to Purchaser, and conforming to current ALTA 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility linesincluding Table A Items Nos. 1 through 4 and 6 through 13, and such other matters shown customarily on such surveysstandards as the Title Insurance Company requires as a condition to the removal of any survey exceptions from the Title Insurance Policies, and showing access affirmatively certified to public streets Purchaser, Purchaser's lender (if any) and roads the Title Insurance Company, in a form satisfactory to such parties (collectively, the "SurveySurveys"). ------- The Survey Surveys shall not disclose any item, survey defect or encroachment from or onto any of the Owned Real Estate that Property which has a material adverse effect on the use, value, marketability or access to the Owned Real Property (other than any Permitted Encumbrances) which has not been cured or insured over prior to the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy order commitments for owner’s policies of title insurance (the “Title Insurance Form B-1992 Commitment”) issued by a the Title Insurer covering fee simple title insurer reasonably satisfactory to Buyerthe Property, in which the Title Insurer shall agree to insure, in such amount as Buyer reasonably may determine to be the fair market value of the Real Estate (including all Improvements thereon)deems adequate, insuring merchantable title to such Real Estate to be in Seller as of interests free from the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) B standard printed exceptions and only to the extent that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall all other exceptions except for (i) insure title to the Real Estate exceptions which, under applicable state rules and all recorded easements benefiting the Real Estateregulations, cannot be deleted or modified and (ii) contain an "extended Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage endorsement" insuring over the general any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions contained customarily in such policiestherein, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Real Estate described in and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title insurance policy is the same real estate as shown on the Survey delivered with respect theretocommitment and attachments, (v) contain an endorsement insuring that each street adjacent to the Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estateall subsequent revisions thereof, (vi) contain a contiguity endorsement insuring that all promptly upon receipt of the parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an endorsement insuring over any bankruptcy and/or creditors' rights exceptionssame. (b) Seller shall have procured, at its expense, a current survey If (i) any of the Real Estate certified Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer and in Buyer’s sole discretion, or (ii) the title insurance companySurvey to be obtained by Buyer pursuant to Section 7.5(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads or (the "Survey"). The Survey shall not disclose iii) at any survey defect or encroachment from or onto the Real Estate that has not been cured or insured over time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to the later of March 31, 2009 or ten (10) days following the date of such Title Notice), Buyer shall have the option to: (i) accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (d) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may, at Buyer’s expense, order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (e) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer assumes any of the obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (f) At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (g) Title Expenses (as herein defined) shall be paid by the parties in accordance with Section 9.4 hereof.