Common use of Title Insurance and Surveys Clause in Contracts

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH NPC Owned Real Property and PH NPC Leased Real Property to be transferred to NPC PH pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC PH based upon these title searches searches. In the event NPC PH or NPC’s lender PHI requires environmental reports relating to the PH NPC Owned Real Property, NPC PH shall first obtain PHINPC’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH NPC will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPCPH’s obligations hereunder. To the extent that NPC or NPC’s lender PH requires surveys of the NPC Owned Real Property, NPC PH shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 2.7 will be retained solely by NPCPH, but PH NPC shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC PH shall reimburse PH NPC at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurancerelated to these items, surveys and/or environmental reports on behalf subject to any post-closing adjustments pursuant to Section 10.1 of NPCthis Agreement. Notwithstanding the foregoing however, NPC PH will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPCPH, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC the Buyer pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such companycompanies, NPC the Buyer will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such companycompanies, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC the Buyer based upon these title searches searches. In the event NPC Buyer or NPCBxxxx’s lender requires environmental reports relating to the PH Owned Real Property, NPC the Buyer shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “EH”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH PHI will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPCBuyer’s obligations hereunder. To the extent that NPC Buyer or NPCBxxxx’s lender requires surveys of the Owned Real Property, NPC Buyer shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 1.9 will be retained solely by NPCBxxxx, but PH Seller shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 1.6 and 10.97.8, NPC the Buyer shall reimburse PH the Seller at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH Seller in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. reports.. Notwithstanding the foregoing howeverforegoing, NPC Buyer will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate Owned Real Property unless such service is specifically requested by NPCBxxxx, and the request is given to Seller and/or PHI forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due (a) Prior to the critical timeline requirements Effective Date, the Sellers have provided to close the transaction, PHI may order Purchaser (i) title searches on all PH Owned commitments for each Seller Real Property (collectively, the “Initial Title Commitments”), issued by First American Title Insurance Company (the “Title Company”), together with copies of all recorded exceptions to title referred to therein and PH Leased (ii) a survey of each Seller Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company(collectively, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially “Initial Surveys”). All matters contained in the form attached hereto Initial Title Commitments and Initial Surveys are hereinafter referred to as Exhibit the “EExisting Title Matters”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit On or review and before the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys expiration of the Owned Real PropertyInspection Period, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH the Purchaser shall have the right to obtain copies object, in writing and in its reasonable discretion, to an Existing Title Matter that (i) has a material adverse effect on the current use and value of any documents a Facility or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (ii) may be removed or at such other time as contemplated cured by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of a readily ascertainable amount, by delivering a written notice to Sellers specifying any costs relating Existing Title Matter to title insurance, surveys and/or environmental reports on any which the Purchaser objects (such notice being referred to herein as the “Existing Title Objection Notice”). The failure of the subject real estate unless Purchaser to object to any Existing Title Matter within said period shall be deemed a waiver by the Purchaser of its right to object to such service is specifically requested Existing Title Matter and, in such event, such Existing Title Matter shall be deemed approved by NPC, the Purchaser and request is given forty-five shall be a Permitted Lien. (45b) The Sellers acknowledge that certain of the Initial Surveys provided in the Data Site were completed more than ninety (90) days prior to the Effective Date (the “Outdated Initial Surveys”). On or before the expiration of the Inspection Period, Seller will provide in the Data Site updates (or new surveys, as the case may be) to the Outdated Initial Surveys that will have been prepared recently enough to reasonably satisfy the Purchaser and the Title Company. Prior to the Closing Date, the Purchaser shall have the right to order updates to the Initial Title Commitments and/or Initial Surveys, and in the event that any such update reveals any new matter not previously shown or disclosed on the Initial Title Commitments or Initial Surveys which (i) would reasonably be expected to have a material adverse effect on the current use and value of a Facility or (ii) may be removed or cured by the payment of a readily ascertainable amount (each, a “New Title Matter”), the Purchaser shall have the right to object, in writing and in its reasonable discretion, to such New Title Matter by the earlier of (i) the Closing Date and (ii) the date which is three (3) Business Days after receipt of such update, as applicable, with any such objection notice specifying any New Title Matter to which the Purchaser objects (such notice being referred to herein as the “New Title Objection Notice”) (the Existing Title Objection Notice and the New Title Objection Notice are hereinafter collectively referred to as the “Title Objection Notice”). The failure of the Purchaser to object to any New Title Matter within said period shall be deemed a waiver by the Purchaser of its right to object to such New Title Matter and, in such event, such New Title Matter shall be deemed approved by the Purchaser and shall be a Permitted Lien. Notwithstanding the foregoing, the Purchaser shall not have the right to disapprove any of the following, all of which (together with all other matters deemed approved by the Purchaser pursuant to terms hereof) shall be deemed to be “Permitted Liens” hereunder: (A) matters created or consented to in a separate written consent by the Purchaser, (B) the Assumed Liabilities, (C) all Liens for taxes, assessments, water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not due and payable. If the Purchaser delivers a Title Objection Notice to the Sellers within either of the above-described periods, the Sellers shall have three (3) Business Days after receipt of the Title Objection Notice (such period is the “Seller Response Period”) in which to send the Purchaser a written notice (the “Title Objection Response Notice”) informing the Purchaser of which Existing or New Title Matters (collectively the “Title Matters”), as applicable, the Sellers will and will not agree to cure prior to the Closing Date (as the same may be extended as provided herein). If the Sellers fail to deliver the Title Objection Response Notice with respect to any Title Matters to the Purchaser on or before the expiration of the Seller Response Period, the Sellers shall be deemed to have refused to cure such Title Matter. The Closing Date may be extended by the Sellers to accommodate the giving of notices and the cure periods contemplated herein, provided that the Closing Date shall not be extended by the Sellers for a period beyond the date which is ten (10) days after the last Title Objection Notice is delivered by Purchaser, for the purposes of curing any Title Matter to which the Purchaser has objected and which the Sellers have informed the Purchaser they have agreed to cure and, in such event, the Closing shall occur upon the curing of such Title Matters. If the Sellers are unable after using commercially reasonable efforts (considered in the context of the allotted time) during such period to cure any such Title Matter, the Sellers shall be deemed to have refused to cure such Title Matter. If the Sellers refuse (or are deemed to have refused) to cure any Title Matter set forth in the Title Objection Notice, the Purchaser shall have three (3) Business Days after receipt of Sellers’ Title Objection Response Notice (or, if Seller has not responded to the Title Objection Notice, then within three (3) Business Days following the expiration of the Seller Response Period) in which to advise the Sellers in writing of the Purchaser’s election (x) to waive its objection to the Title Matters that Sellers either refused to cure, or could not cure, and to proceed to the Closing or (y) to terminate this Agreement, in which event the Parties shall have no further obligations or liabilities under this Agreement other than the Surviving Obligations, which, solely to the extent this Agreement was terminated due to Purchaser objecting to Title Matters consented to or created by the Sellers, shall include the obligation of the Sellers to reimburse the Purchaser in the amount equal to the lesser of (i) Purchaser Expenses and (ii) the Reimbursement Cap in accordance with Section 10.1(d) hereof. If the Purchaser does not terminate this Agreement pursuant to the preceding sentence, then all Title Matters appearing in the Title Objection Notice that Sellers either did not agree to cure (as set forth in the Title Objection Response Notice) or could not cure by Closing shall be deemed Permitted Liens. The Purchaser agrees that the Sellers may cure any objectionable matter by causing the Title Company to remove the same as an exception in the applicable Title Policy or to affirmatively insure over such matter. (c) The title insurance policies issued to the Purchaser as of the Closing shall be dated as of the date of Closing, insure the fee simple interest or leasehold interest, as applicable, of the Purchaser in the Seller Real Property or Leasehold Interests, as applicable, in the form of the Pro Forma 2006 ALTA Title Policies (except for Facilities located in the state of Texas), each subject to only the Permitted Liens (each a “Title Policy” and collectively the “Title Policies”) and cover the “gap period”. The Sellers and the Purchaser shall execute customary affidavits, gap indemnities and other instruments, in forms reasonably agreed by the party(ies) thereto, as reasonably requested by the Title Company to cause the Title Company to issue the Title Policies.

Title Insurance and Surveys. Due Sun, at no cost or expense to Sun other than de minimis costs and expenses, shall use commercially reasonable efforts to cooperate with Horizon OP in Horizon OP’s efforts to induce one or more title insurance companies (and, in respect to any Acquired Property located outside of the United States and Canada, registered legal counsel or notaries or other customary providers of title assurances, as appropriate for the respective jurisdiction) reasonably satisfactory to Horizon OP and its counsel, to issue a policy of title insurance or a date down endorsement for an existing policy of title insurance, or (with respect to any Acquired Property located outside of the United States and Canada), render a title opinion or title certificate or other customary evidence of title assurance, as appropriate for the respective jurisdiction, showing good and indefeasible title to such Acquired Property in fee simple or valid leasehold estate or its respective equivalent, as the case may be, vested in the applicable Acquired Entity or Directly Acquired Assets Owner as of the Closing (each such policy or date down endorsement, or title opinion or title certificate or other customary evidence of title assurance, as appropriate for the respective jurisdiction, a “Title Policy” and collectively the “Title Policies”), subject only to the critical timeline requirements Permitted Title Exceptions. Prior to close Closing, Sun, at no cost or expense to Sun other than de minimis costs and expenses, shall use commercially reasonable efforts to cooperate with Horizon OP in any reasonable effort to remove Encumbrances from the transactionTitle Policies, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property provided that Sun shall not be obligated to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with remove any such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law Encumbrances and the terms removal of any agreement with such companyEncumbrances shall not be a condition to Closing. Sun, the fees paid for the searches may be applied toward the title policy at no cost or expense to Sun other than de minimis costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Propertyand expenses, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”shall, and shall retain a nationally recognized firm approved by PHI cause its Subsidiaries to, cooperate with Horizon OP if Horizon OP, in its sole and absolute discretion, determines to perform such work. PH will not consent request from one or more title companies (and, with respect to any invasive environmental audit Acquired Property located outside of the United States and Canada, registered surveyors or review other licensed land survey professionals, as appropriate and customary for the results respective jurisdiction) a new ALTA survey, or with respect to any Acquired Property located outside of the United States and Canada, the customary survey utilized in the relevant jurisdiction, or an update or recertification of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To existing survey reflecting the extent that NPC or NPC’s lender requires surveys total area of the Owned Real applicable Acquired Property, NPC the location of all improvements, recorded easements and encroachments, if any, located thereon and all building and setback lines and other matters of record typically reflected on a survey with respect thereto and such matters as are customarily included in such surveys (the “Surveys”). In connection with the foregoing, neither Sun nor any Sun Subsidiary shall retain be required to execute or deliver any affidavits, indemnities or similar documents to any title companies, surveyors or other third parties, except that prior to or at the Closing, Sun shall execute and deliver or cause any Sun Subsidiary to execute and deliver to the applicable title insurance companies title affidavits in substantially the form set forth in Schedule 6.23 (without, in any event, indemnification by Sun or any Sun Party). As a nationally recognized firm approved by PHI condition to perform Sun’s obligation to deliver such work. The consultants referenced in this Section 1.7 attached affidavit, Horizon agrees that it will be retained solely by NPCdate down each applicable title commitment or preliminary date-down endorsement to a date that is as close as reasonably practicable to the Closing Date, but PH in any event such date down shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five dated more than thirty (4530) days prior to the ClosingClosing Date.

Title Insurance and Surveys. Due (a) Buyer shall obtain an owner's policy of title insurance ("Title Insurance") in a form and amount and from a title insurance company reasonably acceptable to Buyer (the "Title Company") relating to each parcel of Real Property described on Schedule 1.1(a). (b) Within three (3) days after the execution and delivery of this Agreement, Buyer shall obtain a commitment for Title Insurance from the Title Company with respect to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased ("Title Binders") showing fee title to such Real Property in Sellers, and committing to be transferred issue the Title Insurance with respect to NPC pursuant such Real Property, such Title Binders to show all Encumbrances with respect to such Real Property. (c) Within three (3) days after the execution and delivery of this Agreement. These title searches will , Buyer shall obtain currently dated surveys (the "Surveys") of each parcel of Real Property, each of which Surveys shall be performed in form and substance, and prepared by a national title company approved by PHI. If PHI has established relations with such companylicensed professional engineer or surveyor, NPC will be entitled reasonably acceptable to Buyer and to the benefit Title Company. The Surveys shall contain a statement on the face thereof certifying whether any part of PHI’s preferred ratesthe Real Property lies within a flood plain or flood prone area or a flood way of any body of water. If permissible The Surveys shall also show the zoning classifications of the Real Property under local zoning ordinances. (d) Within ten (10) days after the receipt of the Title Binders and copies of all exceptions shown therein and of the Surveys and copies of all applicable law provisions of the local zoning ordinances, Buyer shall deliver to Sellers a notice (the "Objection Notice") if it reasonably believes that Seller's title to any Real Property is not as represented herein or that any of the Encumbrances reflected in the Title Binders or Surveys are not Permitted Encumbrances and the terms reasons for such belief (any such Encumbrances specified in the Objection Notice being referred to herein as "Unacceptable Encumbrances"). Sellers may, but shall not be obligated to, take such steps as shall be necessary to eliminate or modify the Unacceptable Encumbrances in a manner reasonably acceptable to Buyer. Sellers shall notify Buyer within ten (10) days after their receipt of any agreement with such company, the fees paid for Objection Notice whether they intend to so eliminate or modify the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches Unacceptable Encumbrances. In the event NPC Buyer shall not deliver an Objection Notice within such time period, all Encumbrances reflected in the Title Binders and Surveys shall be deemed to be Permitted Encumbrances. Any and all matters disclosed in the Title Binders or NPC’s lender requires environmental reports relating the Surveys as to which Buyer objects by timely delivery of the Objection Notice that are thereafter cured to the PH Owned Real Property, NPC satisfaction of Buyer or waived by Buyer in writing shall first obtain PHI’s also be deemed to be Permitted Encumbrances. In the event Sellers fail or are unable to cure the Unacceptable Encumbrances prior written consent and shall execute to the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys Closing Date (provided it is at least three (3) days after receipt of the Owned Real PropertyObjection Notice), NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced Buyer shall, in this Section 1.7 will be retained solely by NPCits discretion, but PH shall have the right to obtain copies terminate this Agreement by notice in writing to Sellers, or may accept such title to the Real Property as Seller can deliver. (e) The cost of any documents or reports that they prepare. As provided for in Sections 5 and 10.9obtaining Title Binders, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPCTitle Insurance, and request is given forty-five (45) days prior to the ClosingSurveys shall be borne by Buyer.

Title Insurance and Surveys. Due (a) Within thirty (30) days after the Effective Date, the Purchaser shall obtain, at the Purchaser’s sole cost and expense, one or more ALTA/NSPS Land Title Surveys prepared by a licensed surveyor of each parcel comprising the Fee Property reasonably acceptable to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property Purchaser and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled certified to the benefit Seller, Title Company, the Purchaser and such other parties as the Purchaser may require (collectively, the “Surveys”). The Purchaser shall furnish a copy of PHI’s preferred ratesthe Surveys to the Title Company and to Seller promptly upon receipt of the Surveys. If permissible under applicable law The Purchaser, prior to the Effective Date, at its sole cost and expense, has obtained a title commitment issued by the Title Company with respect to each Fee Property (collectively, the “Title Commitments”), and the terms Purchaser has provided a copy of the Title Commitments to Seller. Seller shall not be required to pay for, nor be responsible to secure, any agreement with such company, the fees paid for the searches endorsements that may be applied toward requested by the title policy costs for title policies desired Purchaser, such as, by NPC based upon these title searches In way of example and not limitation, patent, contiguity, separate tax parcels, access or zoning endorsements, all of which shall be the event NPC or NPCPurchaser’s lender requires environmental reports relating sole cost and expense if the Purchaser elects to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform secure such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such workendorsements. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH Purchaser shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not also be responsible for the payment or reimbursement of any costs relating incurred, including those for premiums, for any lender’s policies of title insurance and any endorsements required by such lender. Purchaser’s receipt of any Survey shall not constitute a condition to title insuranceClosing or form the basis for delaying Closing. (b) Notwithstanding anything to the contrary in this Agreement, surveys and/or environmental reports on the Purchaser acknowledges and agrees that, following the Closing Date, with respect to any of Liabilities insured against under the subject real estate unless Title Policies, the Purchaser (or its applicable assignee) shall first, in good faith and in a commercially reasonable manner, make a claim with respect to such service insured Liability under the applicable Title Policy(ies) before making a claim against the Seller with respect to such Liabilities if such claim is specifically requested by NPCotherwise permitted by, and request is given forty-five (45) days prior to in accordance with, the Closingterms of this Agreement.

Title Insurance and Surveys. Due Buyer, at its sole cost and expense, may procure owner’s title insurance policies (the “Title Policies”) from Title Company with respect to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH or the Leased Real Property insuring title subject only to the Permitted Liens and such other general title exceptions as may be raised by the Title Company, such policies to be transferred based on the Title Commitment and issued on the ALTA Form Owner’s Title Policy and in the amount of the Purchase Price allocated to NPC pursuant the Real Property Interests; provided, that Buyer’s ability or inability to obtain the Title Policies shall not result in an adjustment to the Purchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the Title Company in connection with the issuance of such extended coverage and endorsements (including surveys or zoning reports). At Buyer’s request, Seller and its Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain the Title Policies and shall execute and deliver to the Title Company such affidavits, certificates, and other documentation as are customary and reasonably requested to cause the Title Company to issue the Title Policies, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require Seller or its Affiliates to incur any Obligations to any Person that are not otherwise expressly set forth in this Agreement. These title searches will Prior to Closing, Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by a national title company approved by PHIsurveyor acceptable to Seller, the approval of which shall not be unreasonably withheld, conditioned or delayed. If PHI has established relations Neither Buyer’s or any of its lenders’ receipt of any new or updated surveys shall constitute a condition to Closing or form the basis for delaying Closing; however, Seller agrees to reasonably cooperate with such company, NPC will be entitled Buyer prior to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of Closing to permit Buyer to attempt to procure any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real PropertyProperty Interests that Buyer reasonably deems necessary, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPCall at Buyer’s sole risk, but PH shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 cost and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closingexpense.

Title Insurance and Surveys. Due (a) Prior to the critical timeline requirements Effective Date, Landmark has provided to close the transaction, PHI may order PRLP (i) title searches on all PH Owned commitments for each Real Property (collectively, the “Initial Title Commitments”), issued by the New York office of First Nationwide Title, an AmTrust Financial Company (the “Title Company”), together with copies of all recorded exceptions to title referred to therein, and PH Leased (ii) an existing survey of each Real Property (collectively, the “Existing Surveys”). PRLP shall examine and approve (subject to Section 5.4(b) below) the Initial Title Commitments and the Existing Surveys during the Due Diligence Period. (b) Within five (5) Business Days of receipt of the Initial Title Commitments and the Existing Surveys from Landmark, but in no event later than five (5) Business Days prior to the expiration of the Due Diligence Period, PRLP shall provide Landmark and the Title Company with written notice (the “Title Objection Notice”) of any conditions, deficiencies or matters to which PRLP objects (“Title Objections”). If PRLP shall fail to timely give a Title Objection Notice, PRLP shall be deemed to have no Title Objections with respect to the Initial Title Commitments or Existing Surveys and any matters disclosed by such Initial Title Commitment or Existing Survey shall be deemed to be transferred to NPC pursuant to “Permitted Liens” for purposes of this Agreement. These title searches will be performed by . (c) Within five (5) Business Days after receipt of the Title Objection Notice (such period, with respect to a national title company approved by PHITitle Objection Notice or an Updated Title Objection Notice, the “Landmark Response Period”), Landmark shall notify PRLP in writing of Landmark’s agreement to cure, at Landmark’s sole expense, or Landmark’s election not to cure, such Title Objections (“Landmark’s Response Notice”). If PHI has established relations with Landmark shall fail to timely give Landmark’s Response Notice, Landmark shall be deemed to have elected to not cure such company, NPC will be entitled to the benefit of PHI’s preferred ratesTitle Objections. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC Landmark elects (or NPCis deemed to have elected) not to cure any of the Title Objections, then PRLP shall notify Landmark and Title Company, within five (5) days following receipt of Landmark’s lender requires environmental reports relating Response Notice (or the expiration of the deadline for the giving of Landmark’s Response Notice, if Landmark fails to timely give Landmark’s Response Notice), of PRLP’s election, in its sole and absolute discretion, either to (i) to terminate this Agreement as to the PH Owned Real Property encumbered by such Title Objection (but not as to any other Property), in which event the Allocated Deposit for such Property shall be returned to PRLP, such Property shall be designated as a Kick-Out Property, NPC and the Parties shall first obtain PHI’s prior written consent have no further obligations or liabilities under this Agreement with respect to such Property only (other than the Surviving Obligations) or (ii) to waive its objection to the Title Objections that Landmark either refused to cure, or could not cure, and shall execute to proceed to Closing (with no adjustment to the Access and Confidentiality Agreement substantially Transaction Value or any liability or obligation on the part of Landmark by reason of such Title Objections). If PRLP fails to timely notify Landmark in writing of its election under either the foregoing clause (i) or (ii) in the form attached hereto immediately preceding sentence, PRLP will be deemed to have elected to proceed to close as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and described in the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To foregoing clause (ii). (d) Notwithstanding the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced foregoing in this Section 1.7 will 5.4, Landmark shall not be retained solely required to bring any action or proceeding or to otherwise incur any expense to remove or discharge any Title Objection, except that Landmark agrees to remove the following items (regardless of cause) (in each case so long as such removal is consistent with the Transaction Steps): (i) any mortgage placed on the Property by NPCLandmark, but PH including, without limitation, any assignment of leases and rents, UCC-1 financing statement or other similar document relating to such mortgage to the extent not contemplated by Article II to remain of record following Closing, (ii) mechanics’ liens for work performed at Landmark’s request (excluding any mechanics’ liens for work performed by, on behalf of, or at the request of, any tenant), judgments against Landmark, any Tax liens other than liens described in Section 5.4(e)(B) and other involuntary liens, and (iii) any other matter of record which does not constitute a Permitted Liens so long as (1) such removal or discharge can reasonably be expected to be accomplished within a period of sixty (60) days beyond the date scheduled for the Closing and (2) the sum of money required to accomplish such removal or discharge does not exceed $500,000 in the aggregate. (e) Prior to Closing, PRLP shall have the right to obtain copies order updates to the Initial Title Commitments and/or Existing Surveys and in the event that any such update reveals any new matter not previously shown or disclosed on the Initial Title Commitments or Existing Surveys which (i) in the aggregate with any other new matter, could reasonably be expected to have a material adverse effect on the use or value of any documents individual Property, or reports that they prepare(ii) may be removed or cured by the payment of a readily ascertainable amount (each, a “New Title Matter”), PRLP shall have the right to object, in writing and in its reasonable discretion, to such New Title Matter within ten (10) Business Days after receipt of such update, as applicable (which period may extend beyond the Scheduled Closing Date, or any other proposed Closing Date, and PRLP shall have the right to extend the Closing Date, if necessary, in accordance with the terms of this Section 5.4), with any notice specifying any New Title Matter to which PRLP objects (such notice being referred to herein as the “Updated Title Objection Notice”). As provided for The failure of PRLP to object to any New Title Matter within said ten (10) Business Day period shall be deemed a waiver by PRLP of its right to object to such New Title Matter and, in Sections 5 such event, such New Title Matter shall be deemed approved by PRLP and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPCbe a Permitted Lien. Notwithstanding the foregoing howeverforegoing, NPC will PRLP shall not be responsible for have the payment or reimbursement of any costs relating right to title insurance, surveys and/or environmental reports on disapprove any of the subject real estate unless following, all of which (together with all other matters deemed approved by PRLP pursuant to terms hereof) shall be deemed to be Permitted Liens hereunder: (A) matters created, or consented to in a separate written consent, by PRLP, (B) all Liens for Taxes, assessments, water rates, water meter charges, water frontage charges and sewer Taxes, rents and charges, if any, provided that such service is specifically requested items are not due and payable (or are being contested in good faith pursuant to appropriate proceedings), (C) any matter reflected in any Initial Title Commitments or Existing Surveys to the extent not objected to by NPCPRLP in the Title Objection Notice or waived by PRLP under Section 5.4(c), (D) the Liens of the Existing Debt and Existing Mezzanine Debt to the extent contemplated to remain in effect after Closing by Article II, (E) with respect to Leased Properties, the Ground Lease and the rights of the ground lessor thereunder, (F) the rights of the tenants under the Tenant Leases or the rights of any other occupants of the Property, (G) any Applicable Laws (including those related to building, zoning and land use) affecting the development, use, occupancy or enjoyment of any portion of the Real Property, to the extent not violated by the current use, occupancy and enjoyment of the Real Property, and request is given (H) the standard preprinted exceptions to each Title Policy. If PRLP delivers an Updated Title Objection Notice to Landmark within the above-described ten (10) Business Day period, Landmark shall have the Landmark Response Period in which to send PRLP an updated Landmark’s Response Notice informing PRLP of which New Title Matters Landmark will agree to cure prior to the Closing Date (as the same may be extended as provided herein). If Landmark fails to deliver an updated Landmark’s Response Notice to PRLP on or before the expiration of the Landmark Response Period, Landmark shall be deemed to have refused to cure such New Title Matter. The Closing Date may be extended by PRLP or Landmark to accommodate the notice and cure periods contemplated herein, provided that the Closing Date shall not be extended by Landmark for a period of more than forty-five (45) days for the purposes of Landmark curing any New Title Matter to which PRLP has objected and which Landmark have informed PRLP they have agreed to cure. If Landmark is unable after using commercially reasonable efforts during such period to cure any such New Title Matter, Landmark shall be deemed to have refused to cure such New Title Matter. If Landmark refuses (or is deemed to have refused) to cure any New Title Matter set forth in the Updated Title Objection Notice, PRLP shall have ten (10) Business Days after receipt of the updated Landmark’s Response Notice (or, if Landmark has not responded to the Title Objection Notice, then within ten (10) Business Days following the expiration of the Landmark Response Period) in which to advise Landmark in writing of PRLP’s election (x) to waive its objection to the New Title Matters that Landmark either refused to cure, or could not cure, and to proceed to Closing (with no adjustment to the Transaction Value or any liability or obligation on the part of Landmark by reason of such New Title Matters) or (y) to terminate this Agreement as to the Property encumbered by such New Title Matter (but not as to any other Property), in which event the Allocated Deposit for such Property shall be returned to PRLP, such Property shall be designated as a Kick-Out Property, and the Parties shall have no further obligations or liabilities under this Agreement with respect to such Property only (other than the Surviving Obligations); provided, however, the Parties’ obligations and liabilities with respect to the other Properties shall not be affected and remain outstanding following such termination. If PRLP does not terminate this Agreement as to the applicable Property pursuant to the preceding sentence, then all New Title Matters appearing in the Title Objection Notice that Landmark either did not agree to cure (as set forth in the updated Landmark’s Response Notice) or could not cure prior to Closing shall be deemed Permitted Liens. PRLP agrees that Landmark may cure any objectionable matter, including any Title Objection or New Title Matter, by causing the Title Company to remove the same as an exception in the applicable Title Policy or to affirmatively insure over such matter. Notwithstanding the foregoing, with respect to any monetary Lien that, may be removed by the payment of a readily ascertainable amount and that is included in any Title Objection Notice or Updated Title Objection Notice, Landmark shall be obligated to remove the same at or prior to Closing, provided that if such Lien(s) is not the result of any affirmative act of any Landmark Group Party, Landmark shall have no obligation (but may elect in their sole and absolute discretion) to pay any amount in excess of $500,000, in the aggregate, in connection therewith but shall be obligated, if directed by PRLP in its sole discretion, to cause the Title Company to affirmatively insure over such matter. Notwithstanding anything to the contrary contained herein, if Landmark agrees in any Landmark’s Response Notice to cure any New Title Matter objected to by PRLP in any Title Objection Notice and nonetheless fail to so cure any such New Title Matter on or before the Closing Date, PRLP shall have the right to either (1) waive its objection to the New Title Matters that Landmark shall fail to cure and proceed to Closing (with no adjustment to the Transaction Value or any liability or obligation on the part of Landmark by reason of such New Title Matters) or (2) terminate this Agreement with respect to such Property, in which event the Allocated Deposit for the Property encumbered by such New Title Matter shall be returned to PRLP, such Property shall be designated as a Kick-Out Property, and the Parties shall have no further obligations or liabilities under this Agreement with respect to such Property (other than the Surviving Obligations); provided, however, the Parties’ obligations and liabilities with respect to the other Properties shall not be affected and remain outstanding following such termination. (f) The title insurance policy issued in connection with the Closing shall insure the leasehold interest (with respect to Leased Properties) or fee simple interest (with respect to the Riverside Fee Owned Property) of the applicable Project Company in the Real Property the current ALTA Form, issued by the Title Company, subject to only the Permitted Liens and including extended coverage over the standard preprinted exceptions (each a “Title Policy” and collectively the “Title Policies”). PRLP shall be entitled to request that the Title Company provide endorsements to the Title Policies as PRLP may reasonably require, provided that (i) such endorsements shall be at no cost to, and shall impose no additional liability on, Landmark, (ii) PRLP’s obligations under this Agreement shall not be conditioned upon its ability to obtain such endorsements and, if PRLP is unable to obtain such endorsements, PRLP shall nevertheless be obligated to proceed to close the transactions contemplated hereby without reduction of or set off against the Transaction Value, and (iii) the Closing shall not be delayed as a result of PRLP’s request. Any modifications to the Existing Surveys shall be paid for by PRLP and shall not be a condition to the obligation of PRLP to close the transactions contemplated hereby. Landmark shall (or shall cause the applicable Project Company to) and PRLP shall execute customary affidavits, gap indemnities and other instruments, in forms reasonably agreed by the party(ies) thereto, as reasonably requested by the Title Company to cause the Title Company to issue the Title Policies. Except as set forth herein, each Party shall be responsible for the costs of the Title Policies and endorsements thereto in accordance the provisions of Section 10.9.

Title Insurance and Surveys. Due (a) Prior to the critical timeline requirements Effective Date, the Sellers have provided to close the transaction, PHI may order Purchaser (i) title searches on all PH Owned commitments for each Seller Real Property (collectively, the “Initial Title Commitments”), issued by First American Title Insurance Company (the “Title Company”), together with copies of all recorded exceptions to title referred to therein and PH Leased (ii) a survey of each Seller Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company(collectively, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially “Initial Surveys”). All matters contained in the form attached hereto Initial Title Commitments and Initial Surveys are hereinafter referred to as Exhibit the “EExisting Title Matters”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit On or review and before the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys expiration of the Owned Real PropertyInspection Period, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH the Purchaser shall have the right to obtain copies object, in writing and in its reasonable discretion, to an Existing Title Matter that (i) has a material adverse effect on the current use and value of any documents a Facility or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (ii) may be removed or at such other time as contemplated cured by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of a readily ascertainable amount, by delivering a written notice to Sellers specifying any costs relating Existing Title Matter to title insurance, surveys and/or environmental reports on any which the Purchaser objects (such notice being referred to herein as the “Existing Title Objection Notice”). The failure of the subject real estate unless Purchaser to object to any Existing Title Matter within said period shall be deemed a waiver by the Purchaser of its right to object to such service is specifically requested Existing Title Matter and, in such event, such Existing Title Matter shall be deemed approved by NPC, the Purchaser and request is given forty-five shall be a Permitted Lien. (45b) The Sellers acknowledge that certain of the Initial Surveys provided in the Data Site were completed more than ninety (90) days prior to the Effective Date (the “Outdated Initial Surveys”). On or before the expiration of the Inspection Period, Seller will provide in the Data Site updates (or new surveys, as the case may be) to the Outdated Initial Surveys that will have been prepared recently enough to reasonably satisfy the Purchaser and the Title Company. In addition, prior to the Closing Date, the Purchaser shall have the right to order updates to the Initial Title Commitments and/or Initial Surveys, and in the event that any such update reveals any new matter not previously shown or disclosed on the Initial Title Commitments or Initial Surveys which (i) would reasonably be expected to have a material adverse effect on the current use and value of a Facility or (ii) may be removed or cured by the payment of a readily ascertainable amount (each, a “New Title Matter”), the Purchaser shall have the right to object, in writing and in its reasonable discretion, to such New Title Matter by the earlier of (i) the Closing Date and (ii) the date which is three (3) Business Days after receipt of such update, as applicable, with any such objection notice specifying any New Title Matter to which the Purchaser objects (such notice being referred to herein as the “New Title Objection Notice”) (the Existing Title Objection Notice and the New Title Objection Notice are hereinafter collectively referred to as the “Title Objection Notice”). The failure of the Purchaser to object to any New Title Matter within said period shall be deemed a waiver by the Purchaser of its right to object to such New Title Matter and, in such event, such New Title Matter shall be deemed approved by the Purchaser and shall be a Permitted Lien. Notwithstanding the foregoing, the Purchaser shall not have the right to disapprove any of the following, all of which (together with all other matters deemed approved by the Purchaser pursuant to terms hereof) shall be deemed to be “Permitted Liens” hereunder: (A) matters created or consented to in a separate written consent by the Purchaser, (B) the Assumed Liabilities, (C) all Liens for taxes, assessments, water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are not due and payable. If the Purchaser delivers a Title Objection Notice to the Sellers within either of the above-described periods, the Sellers shall have three (3) Business Days after receipt of the Title Objection Notice (such period is the “Seller Response Period”) in which to send the Purchaser a written notice (the “Title Objection Response Notice”) 886463.02-NYCSR06A - MSW informing the Purchaser of which Existing or New Title Matters (collectively the “Title Matters”), as applicable, the Sellers will and will not agree to cure prior to the Closing Date (as the same may be extended as provided herein). If the Sellers fail to deliver the Title Objection Response Notice with respect to any Title Matters to the Purchaser on or before the expiration of the Seller Response Period, the Sellers shall be deemed to have refused to cure such Title Matter. The Closing Date may be extended by the Sellers to accommodate the giving of notices and the cure periods contemplated herein, provided that the Closing Date shall not be extended by the Sellers for a period beyond the date which is ten (10) days after the last Title Objection Notice is delivered by Purchaser, for the purposes of curing any Title Matter to which the Purchaser has objected and which the Sellers have informed the Purchaser they have agreed to cure and, in such event, the Closing shall occur upon the curing of such Title Matters. If the Sellers are unable after using commercially reasonable efforts (considered in the context of the allotted time) during such period to cure any such Title Matter, the Sellers shall be deemed to have refused to cure such Title Matter. If the Sellers refuse (or are deemed to have refused) to cure any Title Matter set forth in the Title Objection Notice, the Purchaser shall have three (3) Business Days after receipt of Sellers’ Title Objection Response Notice (or, if Seller has not responded to the Title Objection Notice, then within three (3) Business Days following the expiration of the Seller Response Period) in which to advise the Sellers in writing of the Purchaser’s election (x) to waive its objection to the Title Matters that Sellers either refused to cure, or could not cure, and to proceed to the Closing or (y) to terminate this Agreement, in which event the Parties shall have no further obligations or liabilities under this Agreement other than the Surviving Obligations, which, solely to the extent this Agreement was terminated due to Purchaser objecting to Title Matters consented to or created by the Sellers, shall include the obligation of the Sellers to reimburse the Purchaser in the amount equal to the lesser of (i) Purchaser Expenses and (ii) the Reimbursement Cap in accordance with Section 10.1(d) hereof. If the Purchaser does not terminate this Agreement pursuant to the preceding sentence, then all Title Matters appearing in the Title Objection Notice that Sellers either did not agree to cure (as set forth in the Title Objection Response Notice) or could not cure by Closing shall be deemed Permitted Liens. The Purchaser agrees that the Sellers may cure any objectionable matter by causing the Title Company to remove the same as an exception in the applicable Title Policy or to affirmatively insure over such matter. (c) The title insurance policies issued to the Purchaser as of the Closing shall be dated as of the date of Closing, insure the fee simple interest of the Purchaser in the Seller Real Property in the form of the Pro Forma 2006 ALTA Title Policies, subject to only the Permitted Liens (each a “Title Policy” and collectively the “Title Policies”) and cover the “gap period”. The Sellers and the Purchaser shall execute customary affidavits, gap indemnities and other instruments, in forms reasonably agreed by the party(ies) thereto, as reasonably requested by the Title Company to cause the Title Company to issue the Title Policies.

Title Insurance and Surveys. Due Prior to the critical timeline requirements Closing, the Seller shall reasonably cooperate with the Purchaser to close obtain, at the transactionPurchaser’s sole expense, PHI may order owner’s or lender’s title searches on all PH Owned insurance policies (or bring-down endorsements to any existing title insurance policies, if available) insuring the Purchaser’s interest in the Purchased Real Property or any portion thereof free and PH Leased clear of all Liens other than Permitted Liens, issued by a nationally recognized title insurance company of the Purchaser’s choosing and issued as of a date reasonably proximate to the Closing and in amounts determined by the Purchaser or any lender. Seller’s obligations with respect to this Section 5.7 shall include providing reasonable and customary owner’s affidavits executed and delivered by the Seller in favor of the title company in order to permit the title company to delete from the title policy such general exceptions to title as are customarily omitted for the applicable jurisdiction in which the Purchased Real Property is located on the basis of an owner’s affidavit. Prior to the Closing, the Seller shall also reasonably cooperate with the Purchaser, at the Purchaser’s sole cost and expense, in the Purchaser’s efforts to obtain an as-built ALTA survey (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by the Purchaser of each parcel of Purchased Real Property. Such cooperation shall include but not be limited to providing access to the Purchased Real Property to Purchaser’s surveyor. The surveys shall be transferred to NPC pursuant to this Agreement. These title searches will in such form and substance as may be performed reasonably required by a national the title company approved by PHI. If PHI has established relations with such companyin order to remove the “survey exception” from each of the Purchaser’s title insurance policies and shall be certified to Purchaser, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law any lender and the terms of any agreement with such title company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI (a) Buyer may order at its own expense (i) commitments for owner’s title searches insurance policies on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI(ii) commitments for lessee’s prior written consent title insurance policies for any Real Property leased by Seller, and shall execute the Access (iii) an ALTA survey on any parcel of Real Property for which a title insurance policy is to be obtained. Buyer may request that each title commitment includes a commitment to issue an ALTA title insurance policy from a nationally recognized, reputable title insurance company selected by Buyer and Confidentiality Agreement substantially qualified to do business in the form attached hereto State of Louisiana, insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Exhibit “E”Buyer directs. With respect to such commitments, title policies and ALTA surveys, Seller shall, at Buyer’s expense, cooperate with Buyer as Buyer may reasonably request. Seller shall retain deliver the affidavits described in Section 8.1(xii) at Closing. Completion of such title commitments, surveys and policies is not a nationally recognized firm approved condition to Closing. Any endorsements and title policy requirements shall be the responsibility of Buyer and no endorsements or title policy requirements are a condition to Closing, subject to Seller’s obligation to deliver the documents described in Section 8.1. (b) If prior to Closing, except as set forth on Schedule 1.1(c), Buyer notifies Seller that any title commitments or surveys obtained by PHI Buyer with respect to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real PropertyProperty disclose any encumbrance which is not a Permitted Lien or disclose any Station Assets encroaching upon adjacent real property in any material respect, NPC then, except as set forth below, Seller shall retain a nationally recognized firm approved use commercially reasonable efforts to remove such encumbrance or encroachment in all material respects or obtain an easement or other reasonable remedy, and if such removal or other remedy is not completed prior to Closing, then the parties shall proceed to Closing and, as Buyer’s sole remedy, the Purchase Price shall be decreased by PHI an amount equal to perform the reasonably estimated unpaid costs of completing such work. The consultants referenced removal or other remedy, and notwithstanding anything to the contrary in this Section 1.7 will Agreement, such encroachment or encumbrance shall be retained solely deemed a Permitted Lien and an Assumed Obligation with no representation, warranty or covenant made by NPCSeller with respect thereto. (c) Notwithstanding anything herein to the contrary, but PH except as set forth on Schedule 1.1(c), if at any time such encumbrance or encroachment exists and the reasonably estimated cost to remedy all such encumbrances or encroachments exceeds $350,000, then Seller may terminate this Agreement upon written notice to Buyer; provided, however, that if Seller elects to terminate by written notice to Buyer, Buyer shall have the right right, exercisable within ten (10) business days of the date of termination, to obtain copies cancel such termination by giving written notice to Seller that Buyer accepts the obligation to remove or remedy such encumbrance or encroachment after Closing and releases Seller from all representations, obligations and liability to Buyer with respect thereto. In such event, the Purchase Price shall be decreased by an amount equal to the reasonably estimated unpaid costs of completing such removal or remediation up to $350,000 less all removal and remediation costs paid by Seller. Notwithstanding anything to the contrary in this Agreement, all of Seller’s claims against, and rights of recovery from, third-parties in respect of any documents removal or reports that they prepare. As provided for in Sections 5 remediation costs paid by Seller (including without limitation insurance claims and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisionsproceeds) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closingare Excluded Assets.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC the Buyer pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such companycompanies, NPC the Buyer will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such companycompanies, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC the Buyer based upon these title searches searches. In the event NPC the Buyer or NPCthe Buyer’s lender requires environmental reports relating to the PH Owned Real Property, NPC the Buyer shall first obtain PHISeller’s prior written consent and shall execute the Access and Confidentiality Agreement substantially referenced in the form attached hereto as Exhibit “E”Section 4.2 below, and shall retain a nationally recognized firm approved by PHI to perform such work. PH Seller will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPCBuyer’s obligations hereunder. To the extent that NPC the Buyer or NPCthe Buyer’s lender requires surveys of the Owned Real Property, NPC the Buyer shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 1.9 will be retained solely by NPCthe Buyer, but PH the Seller shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 1.6 and 10.97.7, NPC the Buyer shall reimburse PH the Seller at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports Seller on behalf of NPC. Notwithstanding the foregoing howeverBuyer related to these items, NPC will not be responsible for the payment or reimbursement subject to any post-closing adjustments pursuant to Section 7.1 of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closingthis Agreement.

Title Insurance and Surveys. Due (a) Within 10 days following the date hereof, the Company shall obtain and deliver to USE commitments (the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed "Commitments") issued by a national title insurance company approved by PHI. If PHI has established relations with such company, NPC will be entitled acceptable to USE (the benefit of PHI’s preferred rates. If permissible under applicable law "Title Company") and dated on or after the terms of any agreement with such company, the fees paid date hereof for the searches may be applied toward issuance of an ALTA Owners Policy of Title Insurance (the title policy costs "Title Policy") for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys each of the Owned Real PropertyProperties (and such of the Leased Premises as USE may designate) in an amount acceptable to USE, NPC together with legible hard copies of all title exceptions reflected in the commitments. At USE's option, the Company shall retain a nationally recognized firm approved by PHI deliver copies of previous owner policies or other title evidence sufficient for USE to perform such workobtain the Commitments directly from the Title Company or its agent. The consultants referenced premium for the Title Policy shall be paid by the Company. The Title Policy shall be in this Section 1.7 will the amount designated by USE, showing fee simple title to the Owned Properties vested in the Company at the Effective Time subject only to current real estate Taxes not yet due and payable as of the Effective Time, and such other covenants, conditions, easements, and exceptions to title as USE may approve in writing (collectively, the "Permitted Exceptions"). The Commitments and the Title Policy to be retained solely issued by NPC, but PH the Title Company shall have the right all Standard and General Exceptions deleted so as to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 afford full "extended form coverage" and 10.9shall contain an ALTA Zoning Endorsements 3.1 (if available), NPC shall reimburse PH at Closing contiguity (or at where appropriate), survey, and such other time endorsements as contemplated may be reasonably requested by those provisions) for all actual USE. At the Effective Time, the Company, the Shareholders and their Affiliates shall deliver such affidavits or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPCother instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. Notwithstanding The Company shall cause the foregoing however, NPC will not Commitments to be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any dated as of the subject real estate unless Effective Time and cause the Title Company to deliver the Title Policy at the Closing as directed by USE. (b) Within 20 days following the date hereof, the Company shall deliver to USE and the Title Company an as-built plat of survey of each of the Owned Properties and the Leased Premises (the "Surveys") prepared by a registered land surveyor or engineer, licensed in the respective states in which such service is specifically requested by NPCproperties are located, dated on or after the date hereof, certified to USE, the Title Company, and request is given forty-five (45) days such other entities as USE may designate in writing to the Company prior to the Closing, and conforming to current ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, sufficient to cause the Title Company to delete the standard printed survey exception. The cost of the Surveys or recertification of a prior Survey shall be paid by the Company. Each Survey shall show access from the land to dedicated roads and shall include a flood plain certification. Any survey may be a recertification of a prior survey, provided that it meets the above-described criteria. (c) If (i) any Commitment discloses a title exception other than a Permitted Exception (an "Unpermitted Exception") or (ii) any Survey discloses any encroachment, overlap, boundary dispute, or gap or any other matter which renders title to any of the Owned Properties unmarketable or reflects that any utility service to the improvements or access thereto does not lie wholly within the applicable parcel of real property, or within an encumbered easement for the benefit of such parcel of real property, or reflects any other matter adversely affecting the use or improvements of such parcel of real property (a "Survey Defect"), then the Shareholders, prior to the Closing, shall have the Unpermitted Exception removed from such Commitment or the Survey Defect corrected or insured over by an appropriate title insurance endorsement, all in a manner reasonably satisfactory to USE.