Common use of Title Insurance; Survey Clause in Contracts

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company shall grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directs. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to Buyer’s title company solely to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold lessee’s and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company Seller and each High Plains Entity (as applicable) shall provide Buyer with the most recent (if any) any existing Title Commitments, Commitments and Surveys and PZRs in their possession and controlits possession. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directsdirects and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Sellers Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit representations and gap indemnity for each Owned Real Property affidavits to Buyer’s title company solely to the extent consistent with this Agreementcompany), provided that Sellers neither Seller nor any High Plains Entity shall not be required to incur any cost, expense or additional other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify the Stockholder Representative Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not a an Assumed Liability or Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing DateLien, and the Company Seller shall and shall cause each High Plains Entity to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company Seller shall use commercially reasonable efforts to, and, to the extent permitted by the Merger Agreement, shall use commercially reasonable efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company Seller shall provide Buyer with the most recent (if any) any existing Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directs. Sellers Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit representations and gap indemnity for each Owned Real Property affidavits to Buyer’s title company solely to the extent consistent with this Agreement), provided that Sellers Seller shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing DateLien, and the Company Seller shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreementmatter. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative Seller a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoingfollowing, it is expressly understood and agreed that the CompanySeller’s and Sellers’ obligations pursuant to this Section 6.11 6.7 are not conditions to Closing and any failure by the Company Seller to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. Buyer Parent may obtain, at its sole option and expense, and The Company shall grant Buyer Parent access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer Parent with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer Parent directs. Sellers The Company shall reasonably cooperate with Buyer Parent in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to BuyerParent’s title company solely to the extent consistent with this Agreement), provided that Sellers the Company shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer Parent may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer Parent determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer Parent may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company Sellers shall grant Buyer commercially reasonable access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold lessee’s and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company Sellers shall provide Buyer with the most recent (if any) any existing Title Commitments, Commitments and Surveys and PZRs in their possession and controlthat have been obtained in the last five (5) years. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directsreasonably directs and will contain no material exceptions except for Assumed Liabilities or Permitted Liens. Sellers Schurz and each Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit representations and gap indemnity for each Owned Real Property affidavits to Buyer’s title company solely to the extent consistent with this AgreementSchurz’s and the Sellers’ obligations hereunder), ; provided that Sellers shall not neither Schurz nor any Seller willl be required to incur any cost, expense or additional other liability in connection therewiththerewith inconsistent with such Seller’s obligations hereunder. If the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify the Stockholder Representative Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not a an Assumed Liability or Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Dateor otherwise a customary title exception, and the Company Schurz and each Seller shall to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends At or updates the Title Commitments based on such objectionable mattersprior to Closing, Buyer may furnish Schurz and each Seller shall be obligated to the Stockholder Representative remedy any title defect that is of a written statement of any objections to any matter first raised in the updated Title Commitments, other than monetary nature and that is not an Assumed Liability or a Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the ClosingLien.

Title Insurance; Survey. Buyer may obtain, at its sole option Regency shall order the Title Insurance Commitments from the Title Company and expense, and The Company shall grant Buyer access (subject to each Survey from a reputable surveyor familiar with the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), Property Owners agreeing to furnish to Regency copies of any existing surveys and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer with the most recent (if any) Title Commitments, Surveys and PZRs title information in their its possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel promptly after execution of the Owned Real Property contemplated above for such amount as Buyer directs. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to Buyer’s title company solely to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien ) and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable commercial efforts to remove obtain such objectionable matter items as required pursuant to promptly as practicable following the terms execution of this Agreement. Regency will have the later of (i) ten (10) days from (x) the date of this Agreement or (y) 30 days prior to the applicable Subsequent Closing with respect to any Property to be conveyed by a Property Owner in which Regency does not then own an equity interest, or (ii) twenty (20) days from receipt of the later to be received of the Title Insurance Commitment (including legible copies of all recorded exceptions noted therein) and Survey to notify the Property Owner owning such Property in writing of any Title Defects, encroachments or other matters not acceptable to Regency which are not Permitted Exceptions by this Agreement. Any Title Defect or other objection disclosed by the Title Insurance Commitment or the Survey which is not timely specified in Regency's written notice to the respective Property Owner owning the Property in question shall be deemed a Permitted Exception. The respective Property Owner shall notify Regency in writing within ten (10) days of Regency's notice if such Property Owner intends to cure any Title Defect or other objection. If such Property Entity elects to cure, it shall use diligent efforts to cure the Title Defects and/or objections by the First Closing Date (as it may be extended), which may include insuring over or bonding off such Title Defects and/or objections at such Property Owner's expense. If such Property Owner elects not to cure or if such Title Defects and/or objections are not cured and if such Title Defects and/or objections are likely to have a Material Adverse Effect upon the Property ("Material Uncured Title Defect"), Regency shall have the right, in its sole discretion, subject to the satisfaction or waiver by Regency of the condition to the First Closing set forth in Section 8.1.1 (aggregate assets), to either (i) extend the time for the date of the Closing with respect to such Property thirty (30) days to afford additional time for the respective Property Owner to cure (after which Regency may proceed under (ii) or (iii) if not cured); (ii) waive such Title Defects and/or objections and close the purchase of the Property hereunder, subject to Regency receiving a credit for the amount necessary to pay or bond off such Title Defects; or (iii) elect not to acquire any or all Property subject to such Material Uncured Title Defects and receive a credit for the Contribution Value of such Property as set forth in Schedule 2.1 against the consideration required to be delivered by Regency at the First Closing. In the event the case of a Title Company amends or updates the Defect that is not a Material Uncured Title Commitments based on such objectionable mattersDefect, Buyer may furnish Regency's remedy shall be limited to the Stockholder Representative receiving a written statement of any objections credit pursuant to any matter first raised clause (ii) in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts preceding sentence. Any Property which Regency elects not to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations acquire pursuant to clause (iii) above shall be an Excluded Asset and shall no longer be subject to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the ClosingAgreement.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company FINOVA shall grant Buyer access (subject to the terms have received a mortgagee's policy of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel in favor of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer FINOVA with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title respect to each parcel of Leasehold Property demised under any Lease of the Owned Real Tranche B Stores or the Tranche C Stores required to be encumbered by a Leasehold Mortgage, issued by a title company and in an amount satisfactory to FINOVA, showing that Borrower has valid leasehold estate under the Lease of such parcel of Leasehold Property contemplated above for and insuring that the Leasehold Mortgage encumbering such amount Lease constitutes a valid Lien on Borrower's right, title and interest in, to and under such Lease, subject only to Permitted Liens and subject in priority only to Permitted Prior Liens. Each such policy shall insure over all survey and other general exceptions contained therein and shall include such affirmative endorsements as Buyer directsreasonably may be required by FINOVA and as are available in the applicable jurisdiction, including, without limitation, comprehensive endorsement no. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys 1, contiguity (if applicable), usury (if available), doing business, variable rate, tie-in, restrictions (where applicable), encroachment (where applicable), 3.1 zoning (including parking) at the reasonable request of FINOVA (if available), last dollar, tax parcel, survey, location, access and future advances. FINOVA shall have received (i) copies of and found reasonably satisfactory the provisions of each document referred to in each such policy, (ii) received evidence that all premiums with respect to such title insurance have been paid by providing Borrower and (iii) a customary seller’s affidavit recent "as-built" survey of each such parcel of Leasehold Property, certified to FINOVA, the title insurer and gap indemnity for each Owned Real Property Borrower, containing a flood plain certification, and showing no matters or exceptions which are not Permitted Liens and otherwise in sufficient detail as to Buyer’s title company solely permit the elimination of any survey exceptions to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, title policies described above and the Company shall use commercially reasonable efforts to remove such objectionable matter as issuance of the affirmative endorsements required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closingabove.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company Seller shall grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies (ALTA Form 2006) on the Owned Real Property and commitments for leasehold lessee’s and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company Seller shall provide Buyer with the most recent (if any) any existing Title Commitments, title policies and Surveys and PZRs in their its possession and or control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directsdirects and will contain no exceptions except for Assumed Liabilities or Permitted Liens, with each of the title company’s standard printed exceptions in Schedule B thereto deleted at Seller’s expense, with Seller having the right to negotiate the Owner Affidavit form so it is consistent with Seller’s obligations hereunder. Sellers Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit representations and gap indemnity for each Owned Real Property affidavits to Buyer’s title company solely to the extent consistent that do not expand Seller’s liability in a manner that is inconsistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify the Stockholder Representative Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not a an Assumed Liability or Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing DateLien, and the Company Seller shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish Seller shall be obligated to the Stockholder Representative remedy any title defect that is of a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closingmonetary nature.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The the Company shall grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directs. The Company and Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to Buyer’s title company solely to the extent consistent with this Agreement), provided that the Company and Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company Buyer’s title company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 6.10 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. a. Within ten (10) business days following the Effective Date, Seller shall deliver to Buyer may obtainand Escrow Agent a copy of Seller’s title insurance policy insuring Seller’s fee simple title to the Property, if any, and a copy of Seller’s existing boundary survey of the Property, if any. Within twenty (20) days after the Effective Date, Buyer, at its sole option cost and expense, and The Company shall grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for an owner’s and lender’s title insurance policies on commitment (“Title Commitment”) from a nationally recognized title insurance company acceptable to Buyer. Marketable title shall be determined according to the Owned Real Title Standards adopted by authority of The Florida Bar and in accordance with Florida law. Following the Effective Date, Buyer may order an ALTA/ACSM survey or an update of Seller’s existing survey, prepared by a Florida licensed surveyor and depicting the Property and commitments for leasehold and lenderall of the plottable exceptions to the Title Commitment (“Survey”). Buyer shall have until the expiration of the Inspection Period within which to examine the condition of Seller’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directs. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to Buyer’s title company solely to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewithProperty. If the Title Commitments Commitment or Surveys reveal the Survey reflects that title to the Property is subject to any Lien on the title, exceptions or other than Permitted Lienssurvey matters unacceptable to Buyer, Buyer may shall, prior to the expiration of the Inspection Period, notify the Stockholder Representative Seller in writing of such objectionable matter as soon as Buyer determines that such matter is the specific title defects (“Title Objections”). Any exceptions listed in the Title Commitment to which Xxxxx has not a timely objected shall be deemed to be “Permitted Lien Exceptions.” Seller, at Seller’s sole cost and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Dateexpense, and the Company shall use commercially reasonable efforts to correct or remove such objectionable matter as required pursuant Title Objections within thirty (30) days after receipt of notice from Buyer. If Seller is not successful in correcting or removing the Title Objection within such thirty (30) day period, Buyer shall have the option of either accepting the title in its existing condition, or of terminating this Agreement by sending written notice of termination to the terms of this AgreementSeller and Escrow Agent. In the event that Buyer elects to terminate this Agreement, Escrow Agent shall return the Title Company amends Deposit to Buyer, and, thereafter, neither Buyer nor Seller shall have any further liabilities or updates the Title Commitments based on such objectionable matters, Buyer may furnish obligations hereunder except with respect to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is those obligations which expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closingsurvive termination.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company the Companies shall grant Buyer access (subject to the terms of any lease or consent of any lessor of Owned Real Property and the Leased Real PropertyProperty during normal business hours upon not less than forty-eight (48) hours’ prior written notice, and documents and other information utilized by the Companies and its Subsidiaries in connection therewith for purposes of conducting its due diligence and to obtain obtain, (a) commitments for and/or owner’s and and/or lender’s title insurance policies on the any Owned Real Property and commitments and/or for leasehold and and/or lender’s title insurance policies for all any Leased Real Property Property, as applicable, in an amount determined by Buyer in its sole discretion and subject only to Permitted Liens (collectively collectively, the “Title Commitments”), (b) an ALTA survey on each parcel of Owned Real Property (collectively, the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”)other reports or documents customarily obtained by purchasers of real property; provided, however, that the Company Companies and its Subsidiaries shall provide Buyer Buyer, in each case to the extent actually in existence and in the Companies’ possession or control, with the most recent (if any) any existing Title Commitments, Surveys and PZRs copies of all zoning reports, zoning compliance letters, and any environmental site assessments, or other site investigation or remediation reports in their the Companies’ possession and control. The Title Commitments will evidence a commitment or control relating to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directsProperty. Sellers The Companies shall reasonably cooperate with Buyer Buyer, the applicable title company, surveyor and any other service providers, in obtaining connection with Buyer’s efforts to obtain such Title Commitments and Surveys (Surveys, including by providing a (to the extent, where applicable, in the Companies’ possession or control) customary sellerdocumentation reasonably requested by the applicable title company, surveyor and/or service provider (for the avoidance of doubt including owner’s affidavit affidavits, affidavits of non-foreign status, non-imputation affidavits and indemnities, gap indemnity for each Owned Real Property affidavits and indemnities, any applicable broker lien waivers and any other customary certificates or instruments reasonably required by such title company in order to remove the standard exceptions (including any exceptions relating to mechanic’s liens) from Buyer’s owner’s and/or lender’s policy(ies) of title company solely to insurance). For the extent consistent with avoidance of doubt, the Buyer’s obtaining the Title Commitments, Surveys and other documentation contemplated by this Agreement), provided that Sellers Section 6.04 shall not be required a condition to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closing.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company shall grant Buyer access (subject If Borrower has elected to deliver to FINOVA Leasehold Mortgages encumbering the terms of any lease or consent of any lessor Leases of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s Tranche D Stores in favor of FINOVA, FINOVA shall have received a mortgagee's policy of title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel in favor of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer FINOVA with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title respect to each parcel of Leasehold Property demised under such Leases, issued by a title company and in an amount satisfactory to FINOVA, showing that Borrower has valid leasehold estate under each such Lease of the Owned Real applicable parcel of Leasehold Property contemplated above for and insuring that the Leasehold Mortgage encumbering such amount Lease constitutes a valid Lien on Borrower's right, title and interest in, to and under such Lease, subject only to Permitted Liens and subject in priority only to Permitted Prior Liens. Each such policy shall insure over all survey and other general exceptions contained therein and shall include such affirmative endorsements as Buyer directsreasonably may be required by FINOVA and as are available in the applicable jurisdiction, including, without limitation, comprehensive endorsement no. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys 1, contiguity (if applicable), usury (if available), doing business, variable rate, tie-in, restrictions (where applicable), encroachment (where applicable), 3.1 zoning (including parking) at the reasonable request of FINOVA (if available), last dollar, tax parcel, survey, location, access and future advances. FINOVA shall have received (i) copies of and found reasonably satisfactory the provisions of each document referred to in each such policy, (ii) received evidence that all premiums with respect to such title insurance have been paid by providing Borrower and (iii) a customary seller’s affidavit recent "as-built" survey of each such parcel of Leasehold Property, certified to FINOVA, the title insurer and gap indemnity for each Owned Real Property Borrower, containing a flood plain certification, and showing no matters or exceptions which are not Permitted Liens and otherwise in sufficient detail as to Buyer’s title company solely permit the elimination of any survey exceptions to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, title policies described above and the Company shall use commercially reasonable efforts to remove such objectionable matter as issuance of the affirmative endorsements required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closingabove.