Common use of Title Insurance; Survey Clause in Contracts

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments and Surveys in its 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 Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or 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 Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Lien, and 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.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller shall and use commercially reasonable efforts to, and, to the extent permitted by the Merger Agreement, shall cause each High Plains Entity use commercially reasonable efforts (as applicableincluding 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 lessee’s leasehold 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 (“PZR”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments Commitments, Surveys and Surveys PZRs in its possessiontheir possession and 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 directs and will contain no exceptions except for Assumed Liabilities or Permitted Liensdirects. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title companycompany solely to the extent consistent with this Agreement), provided that neither Seller nor any High Plains Entity shall not be required to incur any cost, expense or other 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 Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or a Permitted Lien, and Seller shall and shall cause each High Plains Entity to use commercially reasonable efforts to remove such objectionable matter. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to Seller a written statement of any objections to any matter as required first raised in the updated Title Commitments, other than Permitted Liens. Notwithstanding the following, it is expressly understood and agreed that Seller’s obligations pursuant to this Section 6.7 are not conditions to Closing and any failure by Seller to remove any such objectionable matter shall not delay the terms of this AgreementClosing.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller The Company 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 lessee’s leasehold 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 Seller and each High Plains Entity (as applicable) the Company shall provide Buyer with any existing the most recent (if any) Title Commitments Commitments, Surveys and Surveys PZRs in its possessiontheir possession and 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 directs and will contain no exceptions except for Assumed Liabilities or Permitted Liensdirects. Seller and each High Plains Entity (as applicable) Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary representations seller’s affidavit and affidavits gap indemnity for each Owned Real Property to Buyer’s title companycompany solely to the extent consistent with this Agreement), provided that neither Seller nor any High Plains Entity Sellers shall not be required to incur any cost, expense or other 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 Seller the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or a Permitted LienLien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and Seller the Company 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 Seller the Company 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 lessee’s leasehold 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 Seller and each High Plains Entity (as applicable) the Company shall provide Buyer with any existing the most recent (if any) Title Commitments Commitments, Surveys and Surveys PZRs in its possessiontheir possession and 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 directs directs. The Company and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary representations seller’s affidavit and affidavits gap indemnity for each Owned Real Property to Buyer’s title companycompany solely to the extent consistent with this Agreement), provided that neither Seller nor any High Plains Entity the Company and Sellers shall not be required to incur any cost, expense or other 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 Seller the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or a Permitted LienLien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and Seller the Company 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 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 6.10 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. Buyer may obtaina. Within five (5) business days following the Effective Date, Seller shall deliver to Purchaser and Escrow Agent a copy of Seller’s existing boundary survey of the Overall Property. Purchaser, at Purchaser’s expense shall obtain an owner’s title insurance commitment (“Title Commitment”) from Fidelity National Title Insurance Company, through its sole option agent Xxxxxx and expense, and Seller shall Xxxxxxx (or from such other nationally recognized title insurance company acceptable to Purchaser) and shall cause each High Plains Entity a survey (as applicable“Survey”) of the Property to grant Buyer access be prepared which shall include the legal description of the Property. Marketable title shall be determined according to obtain (a) commitments for owner’s the Title Standards adopted by authority of The Florida Bar and lenderin accordance with Florida law. Purchaser shall have until the expiration of the Inspection Period within which to examine the condition of Seller’s title insurance policies on to the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments and Surveys in its 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 Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or other 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 exceptions or other survey matters unacceptable to Purchaser, Purchaser shall, prior to the titleexpiration of the Inspection Period, other than Assumed Liabilities or Permitted Liens, Buyer may notify 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 Purchaser has not an Assumed Liability or timely objected shall be deemed to be “Permitted LienExceptions.” Seller, at Seller’s sole cost and Seller expense, shall and shall cause each High Plains Entity to use commercially reasonable efforts to correct or remove such objectionable matter as required pursuant Title Objections prior to Closing. If Seller is not successful in correcting or removing the Title Objection prior to the terms Closing Date, Purchaser 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 Seller and Escrow Agent. In the event that Purchaser elects to terminate this Agreement, Escrow Agent shall return the Deposit to Purchaser, and, thereafter, neither Purchaser nor Seller shall have any further liabilities or obligations hereunder except with respect to those obligations which expressly survive termination. b. Seller covenants and agrees that after the Effective Date it shall not enter into or record any document or instrument, or enter into any lease or other agreement, affecting or burdening the Property, unless Purchaser has consented in writing to the execution or recordation of such document, instrument, lease or agreement. If any updated endorsement to the Title Commitment or any update of the Survey obtained prior to Closing reveals any exception or survey defect not reflected on the Title Commitment or the Survey that was not consented to by Purchaser, Seller, at Seller’s sole cost and expense, shall have such exception, deleted from the Title Commitment, or such survey defect removed or cured prior to Closing. If Seller is not successful in removing the same by the Closing Date, Purchaser 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 Seller and Escrow Agent. In the event that Purchaser elects to terminate this Agreement, Escrow Agent shall return the Deposit to Purchaser. Notwithstanding anything else to the contrary in this Agreement, in the event Seller fails to remove an exception revealed in the Title Commitment, or any update thereof (whether or not objected to by Purchaser), in the form of: (1) a mortgage or other security interest entered into by Seller; (2) a lien or encumbrance of any kind or nature voluntarily created by Seller at any time on or after the date of this Agreement; or (3) a mechanic's or materialman’s lien or a judgment docketed against the Property, in any case resulting from the non-payment by Seller of any sums alleged to be due and owing by Seller to a contractor or materialman or otherwise voluntarily caused or created by Seller, then in addition to the return of the Deposit, Purchaser shall be entitled to recover from Seller all third party costs incurred by Purchaser, including reasonable attorneys’ fees and costs, in connection with this Agreement and the Property.

Title Insurance; Survey. Buyer may obtain, at its sole option Regency shall order the Title Insurance Commitments from the Title Company and expense, and Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies on Survey from a reputable surveyor familiar with the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with Property Owners agreeing to furnish to Regency copies of any existing Title Commitments surveys and Surveys title information in its possessionpossession promptly after execution of this Agreement) and shall use reasonable commercial efforts to obtain such items as promptly as practicable following the execution of this Agreement. The Title Commitments Regency will evidence 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 commitment to issue Property Owner in which Regency does not then own an ALTA title insurance policy insuring goodequity interest, marketable and indefeasible fee simple or (or leasehold, if applicableii) title to each parcel twenty (20) days from receipt of the Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such later to be received of the Title Commitments and Surveys Insurance Commitment (including by providing customary representations legible copies of all recorded exceptions noted therein) and affidavits Survey to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or other liability in connection therewith. If notify the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify Seller Property Owner owning such Property in writing of such objectionable matter as soon as Buyer determines that such matter 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 case of a Title Defect that is not a Material Uncured Title Defect, Regency's remedy shall be limited to receiving a credit pursuant to clause (ii) in the preceding sentence. Any Property which Regency elects not to acquire pursuant to clause (iii) above shall be an Assumed Liability or Permitted Lien, and Seller shall Excluded Asset and shall cause each High Plains Entity no longer be subject to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Insurance; Survey. Buyer Parent may obtain, at its sole option and expense, and Seller The Company shall and shall cause each High Plains Entity grant Parent access (as applicablesubject to the terms of any lease or consent of any lessor of the Leased Real Property) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s leasehold 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 Seller and each High Plains Entity (as applicable) the Company shall provide Buyer Parent with any existing the most recent (if any) Title Commitments Commitments, Surveys and Surveys PZRs in its possessiontheir possession and 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 directs and will contain no exceptions except for Assumed Liabilities or Permitted LiensParent directs. Seller and each High Plains Entity (as applicable) The Company shall reasonably cooperate with Buyer Parent in obtaining such Title Commitments and Surveys (including by providing a customary representations seller’s affidavit and affidavits gap indemnity for each Owned Real Property to BuyerParent’s title companycompany solely to the extent consistent with this Agreement), provided that neither Seller nor any High Plains Entity the Company shall not be required to incur any cost, expense or other 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 Parent may notify Seller the Stockholder Representative in writing of such objectionable matter as soon as Buyer Parent determines that such matter is not an Assumed Liability or a Permitted LienLien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and Seller the Company 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, 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 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 Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments and Surveys in its 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 Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall not be required to incur any cost, expense or 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 Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Lien, and 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.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies (ALTA Form 2006) on the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments Commitments, title policies and Surveys in its possessionpossession 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 Real Property contemplated above for such amount as Buyer directs 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. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided company that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or other do not expand Seller’s liability in connection therewitha manner that is inconsistent with this Agreement). If the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Lien, and 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. Seller shall be obligated to remedy any title defect that is of a monetary nature.

Title Insurance; Survey. Buyer may obtainIf Borrower has elected to deliver to FINOVA Leasehold Mortgages encumbering the Leases of the Tranche D Stores in favor of FINOVA, at its sole option and expense, and Seller FINOVA shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s have received a mortgagee's policy of title insurance policies on the Owned Real Property and commitments for 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 in favor of Real Property (the “Surveys”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer FINOVA with any existing Title Commitments and Surveys in its 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 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 Real applicable parcel of Leasehold Property contemplated above for and insuring that the Leasehold Mortgage encumbering such amount as Buyer directs Lease constitutes a valid Lien on Borrower's right, title and will contain no exceptions except for Assumed Liabilities or interest in, to and under such Lease, subject only to Permitted Liens and subject in priority only to Permitted Prior Liens. Seller Each such policy shall insure over all survey and each High Plains Entity other general exceptions contained therein and shall include such affirmative endorsements as reasonably may be required by FINOVA and as are available in the applicable jurisdiction, including, without limitation, comprehensive endorsement no. 1, contiguity (as if applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys ), usury (if available), doing business, variable rate, tie-in, restrictions (where applicable), encroachment (where applicable), 3.1 zoning (including by providing customary representations and affidavits to Buyer’s title companyparking) at the reasonable request of FINOVA (if available), provided 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 neither Seller nor any High Plains Entity shall be required all premiums with respect to incur any costsuch title insurance have been paid by Borrower and (iii) a recent "as-built" survey of each such parcel of Leasehold Property, expense or other liability in connection therewith. If certified to FINOVA, the Title Commitments or Surveys reveal any Lien on the titletitle insurer and Borrower, other than Assumed Liabilities or Permitted Liens, Buyer may notify Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Liencontaining a flood plain certification, and Seller shall showing no matters or exceptions which are not Permitted Liens and shall cause each High Plains Entity otherwise in sufficient detail as to use commercially reasonable efforts to remove such objectionable matter as required pursuant permit the elimination of any survey exceptions to the terms title policies described above and the issuance of this Agreementthe affirmative endorsements required above.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller FINOVA shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s have received a mortgagee's policy of title insurance policies on the Owned Real Property and commitments for 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 in favor of Real Property (the “Surveys”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer FINOVA with any existing Title Commitments and Surveys in its 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 respect to each parcel of Leasehold Property demised under any Lease of the 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 as Buyer directs Lease constitutes a valid Lien on Borrower's right, title and will contain no exceptions except for Assumed Liabilities or interest in, to and under such Lease, subject only to Permitted Liens and subject in priority only to Permitted Prior Liens. Seller Each such policy shall insure over all survey and each High Plains Entity other general exceptions contained therein and shall include such affirmative endorsements as reasonably may be required by FINOVA and as are available in the applicable jurisdiction, including, without limitation, comprehensive endorsement no. 1, contiguity (as if applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys ), usury (if available), doing business, variable rate, tie-in, restrictions (where applicable), encroachment (where applicable), 3.1 zoning (including by providing customary representations and affidavits to Buyer’s title companyparking) at the reasonable request of FINOVA (if available), provided 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 neither Seller nor any High Plains Entity shall be required all premiums with respect to incur any costsuch title insurance have been paid by Borrower and (iii) a recent "as-built" survey of each such parcel of Leasehold Property, expense or other liability in connection therewith. If certified to FINOVA, the Title Commitments or Surveys reveal any Lien on the titletitle insurer and Borrower, other than Assumed Liabilities or Permitted Liens, Buyer may notify Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Liencontaining a flood plain certification, and Seller shall showing no matters or exceptions which are not Permitted Liens and shall cause each High Plains Entity otherwise in sufficient detail as to use commercially reasonable efforts to remove such objectionable matter as required pursuant permit the elimination of any survey exceptions to the terms title policies described above and the issuance of this Agreementthe affirmative endorsements required above.

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 Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access 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 lessee’s 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 to the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments and Surveys in its 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 Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or other 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 Assumed Liabilities or Permitted Lienssurvey matters unacceptable to Buyer, Buyer may shall, prior to the expiration of the Inspection Period, notify 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 an Assumed Liability or timely objected shall be deemed to be “Permitted LienExceptions.” Seller, at Seller’s sole cost and Seller expense, shall and shall cause each High Plains Entity to 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 Seller and Escrow Agent. In the event that Buyer elects to terminate this Agreement, Escrow Agent shall return the Deposit to Buyer, and, thereafter, neither Buyer nor Seller shall have any further liabilities or obligations hereunder except with respect to those obligations which expressly survive termination. b. Seller covenants and agrees that after the Effective Date it shall not enter into or record any document or instrument, or enter into any lease or other agreement, affecting or burdening the Property, unless Xxxxx has consented in writing to the terms execution or recordation of such document, instrument, lease or agreement. If any updated endorsement to the Title Commitment or any update of the Survey obtained prior to Closing reveals any exception or survey defect not reflected on the Title Commitment or the Survey that was not consented to by Xxxxx, Seller, at Seller’s sole cost and expense, shall have such exception deleted from the Title Commitment, or such survey defect removed or cured prior to Closing. If Seller is not successful in removing the same by the Closing Date, 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 Seller and Escrow Agent. In the event that Buyer elects to terminate this Agreement, Escrow Agent shall return the Deposit to Buyer. Notwithstanding anything else to the contrary in this Agreement, in the event Seller fails to remove an exception revealed in the Title Commitment, or any update thereof (whether or not objected to by Buyer), in the form of: (1) a mortgage or other security interest entered into by Seller; (2) a lien or encumbrance of any kind or nature voluntarily created by Seller at any time on or after the date of this Agreement; or (3) a mechanic's or materialman’s lien or a judgment docketed against the Property, in any case resulting from the non-payment by Seller of any sums alleged to be due and owing by Seller to a contractor or materialman or otherwise voluntarily caused or created by Seller, then in addition to the return of the Deposit, Buyer shall be entitled to recover from Seller all third party costs incurred by Xxxxx, including reasonable attorneys’ fees and costs, in connection with this Agreement and the Property.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments The Buyer shall have received a title commitment for an owner’s and lender’s 's fee title insurance policies policy with respect to the Wetumpka Facility (the "Title Commitment"), which policy shall be issued on the Owned Real Property American Land Title Association Owner's Form B, including mechanics' lien coverage and commitments for lessee’s and lender’s survey coverage, by a reputable title insurance policies for all Leased Real Property company reasonably satisfactory to the Buyer (collectively the “"Title Commitments”Company"). The owner's title insurance policy (the "Title Policy") shall be dated the Closing Date and be in amounts reasonably acceptable to the Buyer based upon the Purchase Price, and insuring the Buyer's fee simple title to the Wetumpka Facility, subject to no exceptions, whether standard, printed or otherwise, except such standard or printed exceptions as are required to be included by applicable law or regulations, or as are, by custom or practice uniformly and consistently adhered to, not waived or omitted, notwithstanding mechanics' lien and survey coverage under the policy (the "Permitted Encumbrances"). (b) an ALTA The Buyer shall have received a current, accurate survey on each parcel of Real Property the Wetumpka Facility, certified to the Buyer and the Title Company, dated no more than thirty (30) days prior to the “Surveys”)Closing Date and prepared and certified by a licensed surveyor acceptable to the Title Company. Such survey shall locate all buildings and improvements, encroachments, easements and other encumbrances, and shall contain a certification by the surveyor stating that the buildings and improvements comply with all zoning requirements applicable to the Wetumpka Facility; providedPROVIDED, howeverHOWEVER, that Seller and each High Plains Entity (as applicable) the foregoing zoning certification shall not be required if the Title Company shall provide Buyer with any existing Title Commitments and Surveys such certification in its possession. The Title Commitments will evidence the form of 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 Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or 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 Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Lien, and 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 Agreementzoning endorsement.

Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller Sellers shall and shall cause each High Plains Entity (as applicable) to grant Buyer commercially reasonable access to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for 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”); provided, however, that Seller and each High Plains Entity (as applicable) Sellers shall provide Buyer with any existing Title Commitments and Surveys in its possessiontheir possession and that 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 Real Property contemplated above for such amount as Buyer reasonably directs and will contain no material exceptions except for Assumed Liabilities or Permitted Liens. Seller Schurz and each High Plains Entity (as applicable) Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title companycompany to the extent consistent with Schurz’s and the Sellers’ obligations hereunder), ; provided that neither Seller Schurz nor any High Plains Entity shall Seller willl be required to incur any cost, expense or 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 Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted LienLien or otherwise a customary title exception, and Schurz and each 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. At or prior to Closing, Schurz and each Seller shall be obligated to remedy any title defect that is of a monetary nature and that is not an Assumed Liability or a Permitted Lien.