Common use of Title Matters Clause in Contracts

Title Matters. As soon as practical after the date hereof and at least thirty (30) days prior to the Effective Time, CoVest shall, at its own expense, obtain and deliver to Midwest: (a) With respect to the real estate described on Schedule 3.25 of the Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereon. (c) At least (5) business days prior to the Closing Date, CoVest shall, at its own expense, obtain and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 of the Disclosure Schedule of CoVest hereof.

Title Matters. As soon as practical after the date hereof and at least thirty (30) days prior to the Effective Time, CoVest Company shall, at its own expense, obtain and deliver to MidwestBuyer: (a) With respect to the real estate described on Schedule 3.25 4.25 of the Disclosure Schedule of CoVest Company (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s 's preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to MidwestBuyer, which preliminary report shall contain a commitment of such title insurer to issue an owner’s 's title insurance policy on ALTA 1992 Owner’s 's Form B insuring the fee simple title of CoVest Company or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s Company's books and records subject only to (Ai) Permitted Liens; and (Bii) such other matters as may be disclosed in such preliminary report that are reasonably approved in writing by MidwestBuyer. (b) Surveys certified in accordance with current ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 4.25 of the Disclosure Schedule of CoVest (i) Company showing with respect to such real estate: (1i) the legal description; (2ii) all buildings, structures and improvements thereon and all “"setback” " lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3iii) no encroachments upon such parcel by buildings, structures, improvements or easements; (4iv) legal access to such parcel from a public street; and (5v) no easements which materially and adversely affect the use of such parcel or the improvements located thereon, and (vi) the flood plain in which such real estate is located, if any. (c) At least (5) business days Business Days prior to the Closing Date, CoVest Company shall, at its own expense, obtain and deliver to Midwest Buyer owner’s 's title insurance policies dated the Closing Date on ALTA 1992 Owner’s 's Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 4.25 of the Disclosure Schedule of CoVest Company hereof issued by the insurer which issued such commitments, insuring the fee simple estate of Company or the Bank (or such other entity reasonably acceptable to MidwestBuyer) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 4.25 of the Disclosure Schedule of CoVest Company hereof.

Title Matters. As soon (a) The Purchaser acknowledges that the Purchaser has had the opportunity to review current title reports issued by the Title Company as practical after of various dates prior to the date hereof for all of the Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided to the Purchaser prior to the date hereof and at least thirty which are listed on Schedule 5.13(a) attached hereto (30collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Effective Time, CoVest shall, at its own expense, obtain and deliver to Midwest: (a) With respect Closing Date). Any written notice delivered by the Purchaser to the real estate described on Schedule 3.25 Seller in accordance with the requirements of the Disclosure Schedule of CoVest preceding sentence shall include the basis (other than real estate subject to leases or real estate acquired in reasonable detail) for the Purchaser’s position that such matter is not a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by MidwestEncumbrance. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in The Purchaser shall not be entitled to object to any Encumbrances or any other title exceptions (and the state in which such real estate is located as same shall not constitute Title Defects or any breach of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest Seller’s representations hereunder, but instead shall be deemed Permitted Encumbrances) (i) showing with respect over which the Title Company is willing to such real estate: insure on commercially reasonable terms without any cost to or indemnity by the Seller, (1ii) against which the legal description; Title Company is willing to provide affirmative insurance on commercially reasonable terms without any cost to or indemnity by the Seller or (2iii) all buildingswhich will be extinguished at the Closing by the Seller, structures at the Seller’s sole cost and improvements thereon expense. Any title matters to which the Purchaser shall not object in accordance herewith shall constitute Permitted Encumbrances. Title Defects that are timely objected to by the Purchaser and all which are not Permitted Encumbrances are herein collectively called “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereonTitle Objections.” (c) At least The Seller shall use commercially reasonable efforts to remove, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (such adjournment not to extend beyond the earlier of (i) ninety (90) days and (ii) the third (3rd) Business Day prior to the Termination Date) to accomplish the same. The Seller shall advise the Purchaser in writing within five (5) business days prior Business Days after receipt of the Purchaser’s notice of Title Objections whether the Seller intends to seek to remove the same. (d) If the Seller is unable (after use of its commercially reasonable efforts to do so) to remove any Title Defects, except as otherwise provided in the following proviso, the Purchaser shall nonetheless be required to accept title subject to the Closing DateTitle Objection, CoVest shall, at its own expense, obtain in which event such Title Defect shall thereupon constitute a Permitted Encumbrance and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 shall no longer constitute a Title Defect for purposes of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank this Agreement (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 the following proviso) and, for the avoidance of doubt, the Seller shall not be required to deliver any Release Deliverable, Title Deliverable or Post-Closing Title Delivery in connection therewith; provided, however, that notwithstanding anything to the contrary in this Section 5.13, this Section 5.13 shall not (i) impair any of the Disclosure Schedule rights of CoVest hereofthe Purchaser or any of its Affiliates, directors, officers, employees, agents or other representatives to indemnification under Article VIII in respect of any Title Defect or amend any representation or warranty herein or any disclosure schedule hereto for the purposes of such indemnification or (ii) for the avoidance of doubt constitute a waiver of satisfaction and fulfillment of the conditions listed in Article VI.

Title Matters. As soon Buyer hereby accepts title to the Property subject to the following matters: (i) as practical of the Closing Date, the lien for current real property taxes not yet due and payable including any supplementary taxes relating to the period after Closing which may be imposed as a result of Buyer’s purchase of the Property from Seller; (ii) all matters of record, including exceptions listed in the PTR, as that term is defined in the Access Agreement, as of the effective date hereof of the last title search provided to Buyer, subject, however, to such modifications to any such exceptions as Seller and at least thirty Buyer may have agreed upon in writing; (30iii) days matters disclosed by a survey of any Hotel that has been delivered by Seller to Buyer prior to the Effective Time, CoVest shall, at its own expense, obtain date of this Agreement and deliver to Midwest: (a) With respect to the real estate described on Schedule 3.25 any update of the Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent any such survey obtained by Buyer prior to the date hereofof this Agreement; (iv) the rights of tenants under the Leases; (v) zoning regulations and ordinances, issued by a title insurance company reasonably acceptable to Midwestbuilding restrictions and regulations of governmental agencies having jurisdiction over the Property; (vi) Uniform Commercial Code financing statements or conditional bills of sale, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to provided that either (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of statements were filed on a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereon. (c) At least (5) business days more than five years prior to the Closing DateDate and have expired by operation of law, CoVest shallor (B) a tenant is the debtor thereunder and they apply either solely to Excluded Property or otherwise do not apply to the Property; (vii) any lien, at its own expense, obtain and deliver encumbrance or lis pendens either (A) for which the instrument required to Midwest owner’s title insurance policies dated remove said encumbrance of record is delivered on or prior to the Closing Date to the proper party or to the Title Company together with the required recording or filing fee, or (B) which, provided the lien does not exceed the sum of $150,000.00, the Title Company will omit as an exception to the Title Policy; (viii) the lien of any assessment which is or may become payable in annual installments of which any installment is then a charge or a lien, provided that apportionment thereof is made as provided in this Agreement; (ix) judgments, bankruptcies or other proceedings against other persons having names the same as or similar to that of Seller, provided Seller on ALTA 1992 Ownerrequest delivers to Buyer and the Title Company an affidavit showing that such judgments, bankruptcies or other proceedings are not against Seller or do not affect the Property; (x) rights of electric, gas, steam, telephone, cable, water and any other utility companies to lay, maintain, install and repair pipes, lines, poles, conduits, cables, boxes and related equipment upon, under and above the Property, provided same are not violated by, and do not prohibit, the existence of, or interfere with the present use of the improvements situated on the Property; (xi) possible variations between the description of the Property on the tax maps and in this Agreement, provided that such variations do not prevent the Title Company from insuring Buyer that each Hotel is not taxed as part of a larger parcel of land and constitutes a separate tax parcel or parcels for real estate tax purposes; and (xii) matters created by, through or under Buyer. All of the foregoing shall be, collectively, the “Permitted Exceptions.” If the Title Company first discloses any new title exceptions other than Permitted Exceptions (“New Exceptions”), then subject to the provisions of this Section 4(c), Seller shall have ten (10) days following the giving of notice by Buyer to Seller objecting to such New Exception(s) to attempt, at Seller’s Form B with an extended coverage endorsement guaranteeing over the standard sole option, to cause such exceptions to be removed as exceptions or insured over (provided that insuring over shall not be an option for any lien in an amount in excess of $150,000.00) at no expense to Buyer, which shall be deemed the cure of such title customarily contained defect, none of which shall be or shall be deemed to be Permitted Exceptions; provided, however, that this sentence shall not apply to any new title exceptions caused or created by Buyer or its Affiliates. If such ten (10) day period extends beyond the Scheduled Closing Date, the Closing Date shall be extended until the first business day following the expiration of such ten-day period. If such exceptions are not so cured, Buyer may (i) waive such objectionable title exceptions and proceed to Closing, or (ii) terminate this Agreement and obtain a return of the Deposit. If any New Exceptions are not objected to or are waived in such policies, covering the real estate covered writing by Buyer within three (3) business days after Buyer is notified by the commitments Title Company or Seller thereof, then such New Exceptions shall be deemed Permitted Exceptions. Notwithstanding any provision of this Section 4 to the contrary, Seller agrees to pay and remove, or, at Seller’s election to cause the Title Company to insure over, any mechanic’s lien or other monetary lien (provided that such insuring over shall not be an option for any lien in an amount in excess of $150,000.00) recorded against title to the Property (but excluding those caused or created by Buyer or its Affiliates) (collectively referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor“Removed Liens”), subject only and any property taxes and assessments that become delinquent prior to Permitted Liens and the matters set forth in Schedule 3.25 of the Disclosure Schedule of CoVest hereofClosing.

Title Matters. 5.8.1 As soon as practical practicable after the date hereof and at least thirty (30) 30 days prior to the Effective Time, CoVest the Company shall, at its own expense, obtain and deliver to MidwestMidCity: (ai) With respect to the real estate described on Schedule 3.25 4.11.1 of the Company Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s 's preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to MidwestMidCity, which preliminary report shall contain a commitment of such title insurer to issue an owner’s 's title insurance policy on ALTA 1992 Owner’s 's Form B insuring the fee simple title of CoVest the Company or the Bank its Subsidiaries in such real estate in an amount equal to the fair market value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liensliens of current state and local property taxes which are not delinquent or subject to penalty; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest.MidCity; and (bii) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest 4.11.1 (i) showing with respect to such real estate: (1A) the legal description; (2B) all buildings, structures and improvements thereon and all “"setback” " lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3C) no encroachments upon such parcel or adjoining parcels by buildings, structures, improvements or easements; (4D) legal access to such parcel from a public street; and (5E) no easements which materially and adversely affect the use of such parcel or the improvements located thereon. (c) 5.8.2 At least (5) business days prior to the Closing DateEffective Time, CoVest the Company shall, at its own expense, obtain and deliver to Midwest MidCity owner’s 's title insurance policies dated the Closing Effective Date on ALTA 1992 Owner’s 's Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest Section 5.8.1(i) hereof issued by the insurer which issued such commitments, commitments insuring the fee simple estate of the Subsidiary Bank (or such other entity reasonably acceptable to MidwestMidCity) in the real estate in the amount not less than the same amount as the commitment therefor, reasonably satisfactory to MidCity subject only to Permitted Liens and the matters set forth in Section 5.8.1(i) hereof or Schedule 3.25 4.11.2 of the Disclosure Schedule of CoVest hereofCompany Disclosure.

Title Matters. As soon as practical after the date hereof and at least thirty (30) days prior to the Effective Time, CoVest Midwest shall, at its own expense, obtain and deliver to Midwestobtain: (a) With respect to the real estate described on Schedule SCHEDULE 3.25 of the Disclosure Schedule of CoVest OF THE DISCLOSURE SCHEDULE OF BFFC (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s 's preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s 's title insurance policy on ALTA 1992 Owner’s 's Form B insuring the fee simple title of CoVest BFFC or the Bank in such real estate in an amount equal to the fair market value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liensliens of current state and local property taxes which are not delinquent or subject to penalty; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule SCHEDULE 3.25 of the Disclosure Schedule of CoVest OF THE DISCLOSURE SCHEDULE OF BFFC (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “"setback” " lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel or adjoining by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereon. (c) At least (5) business days prior to the Closing Date, CoVest Midwest shall, at its own expense, obtain and deliver to Midwest owner’s 's title insurance policies dated the Closing Date on ALTA 1992 Owner’s 's Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule SCHEDULE 3.25 of the Disclosure Schedule of CoVest OF THE DISCLOSURE SCHEDULE OF BFFC hereof issued by the insurer which issued such commitments, commitments insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, reasonably satisfactory to Midwest subject only to Permitted Liens and the matters set forth in Schedule SCHEDULE 3.25 of the Disclosure Schedule of CoVest hereofOF THE DISCLOSURE SCHEDULE OF BFFC hereof or SCHEDULE 3.25 OF THE DISCLOSURE SCHEDULE OF BFFC.

Title Matters. As (a) The Purchaser acknowledges receipt of a copy of the title reports for each of the Real Properties listed in Schedule 6.11 (collectively, the “Title Reports”) and surveys (each, an “Existing Survey”) for each of the Real Properties listed in Schedule 6.11. The Purchaser acknowledges that it has had sufficient opportunity to review the Title Reports and Existing Surveys, accepts the state of facts revealed therein, and agrees that all matters shown in the Title Report and Existing Surveys shall in all instances constitute Permitted Encumbrances (other than Credit Agreement Encumbrances and any other Encumbrances that secure the payment of borrowed money (but not, with respect to the Leased Real Property, Encumbrances on the fee interest in such Real Property that secure the payment of borrowed money)). (b) Prior to a Closing, the Purchaser may order updates or continuations of, and supplements to, the Title Reports (each a “Title Update”) for the applicable Transferred Facility. The Purchaser shall instruct the title company providing Title Updates (the “Title Company”) to simultaneously deliver directly to the Purchaser and the Seller copies of each Title Update (including tax and departmental searches) ordered by the Purchaser or otherwise issued by the Title Company, and copies of all underlying documentation referenced as an exception in such Title Update as soon as practical available. (c) The Purchaser may obtain a new survey (or update of the Existing Survey, as applicable) for each of the Real Properties (a “Survey”) prepared by a registered land surveyor selected by the Purchaser for purposes of identifying the gross area of each Real Property, those portions of such Real Property, if any, which are located in a flood plain or in an area found to have special flood hazards, any easements, encroachments, rights-of-way, roads, lack of full access, deficiencies, gaps or any other matter with respect to the size, dimension and encumbrances affecting such Real Property. The Purchaser shall deliver a copy of the initial Survey prepared by such registered land surveyor to the Seller within five (5) Business Days of its receipt. (d) The Purchaser shall have the right to deliver a written notice (a “Title Objection Notice”) to the Seller objecting to any items contained in a Title Update or Survey that are not Permitted Encumbrances, such Title Objection Notice to be delivered prior to the earlier of (i) ten (10) days after the date hereof Purchaser’s receipt of such Title Update or Survey and at least (ii) thirty (30) days prior to the Effective Time, CoVest shallapplicable Closing Date. Failure of the Purchaser to provide a Title Objection Notice within such period (or to include any such matters in a timely delivered and valid Title Objection Notice) shall be deemed the Purchaser’s approval of all items contained in such Title Update or Survey. All such items that are not objected to by the Purchaser in a timely delivered and valid Title Objection Notice shall be deemed to be Permitted Encumbrances and the Purchase Price shall not be reduced. The Seller shall use such efforts and expend such amounts as it deems appropriate in its sole discretion to remove or cure prior to the applicable Closing for any Facility any title exceptions that are not Permitted Encumbrances to which the Purchaser properly and timely objects in the Title Objection Notice (which cure may, at its own the Seller’s election, involve obtaining, at the Seller’s expense, obtain and deliver to Midwest: (a) With respect title insurance from the Title Company acceptable to the real estate described on Schedule 3.25 Purchaser insuring against the effect of such exceptions). The Seller shall not have any obligation to remove or cure any such exceptions or pay any amounts to cure or remove the same (excluding, however, any title objection that Seller has elected to remove or cure, as set forth in Seller’s Title Notice, as defined below). The Seller shall notify the Purchaser in writing within ten (10) days after receipt of the Disclosure Schedule Title Objection Notice whether the Seller elects to attempt to remove or cure any such exceptions (“Seller’s Title Notice”), and the Seller’s failure to deliver Seller’s Title Notice in a timely manner shall be deemed an election by the Seller not to remove or cure such exceptions. If the Seller notifies the Purchaser that the Seller has elected to remove or cure any such exceptions, then the Seller shall be entitled to one or more adjournments of CoVest the applicable Closing for any Facility for a period of time not to exceed sixty (other than real estate 60) days in the aggregate in order to remove or cure such exceptions. If the Seller notifies the Purchaser that the Seller has elected not to remove or cure any such exceptions (or is deemed to have elected not to remove or cure such exceptions), then the Purchaser shall notify the Seller within ten (10) days after receipt of such notice (or date of deemed election, as applicable) whether the Purchaser elects to proceed to the applicable Closing for such Facility, taking title subject to leases such exceptions, or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent not to proceed to the date hereofapplicable Closing for such Facility, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as case the parties shall be relieved of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing any further obligations under this Agreement with respect to such real estate: Facility. Failure of the Purchaser to provide such notice in a timely manner shall be deemed an election by the Purchaser to proceed to the applicable Closing for such Facility. If the Purchaser elects (1or is deemed to have elected) to take title subject to any such exceptions under this Section 6.11, such exceptions shall become Permitted Encumbrances and the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereonPurchase Price shall not be reduced. (ce) At least (5) business days prior Notwithstanding anything to the contrary in Section 6.11(d), the Seller shall arrange for the release and discharge of any Credit Agreement Encumbrance with respect to any Transferred Facility, effective as of the applicable Closing Date, and deliver or cause to be delivered to the Closing Datecustomary lien terminations (including UCC-3 financing statements) and instruments of discharge (including mortgage releases, CoVest shallif applicable) with respect to such Credit Agreement Encumbrance on such Transferred Facility. (f) The Purchaser shall be responsible for the costs of any Title Updates, at its own expense, obtain Surveys and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered obtained by the commitments referred to in Schedule 3.25 Purchaser. (g) The Purchaser shall not communicate with any landlord of the Disclosure Schedule of CoVest hereof issued by Seller or its Affiliates without the insurer which issued such commitments, insuring the fee simple estate prior written consent of the Bank (Seller, which consent shall not be unreasonably withheld, delayed or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 of the Disclosure Schedule of CoVest hereofconditioned.

Title Matters. As soon as practical after the date hereof Concurrently with and at least thirty (30) days prior to the Effective Timeexecution and delivery hereof, CoVest shallPurchaser has reviewed such surveys, at title commitments and title documents (collectively, “Title Documents”) in respect of the Property as Purchaser shall have deemed appropriate or necessary in connection with its own expensecontemplated purchase of the Property, obtain and deliver to Midwest: (a) With agrees and acknowledges that disposition or other removal of any lien, encumbrance, claim or defect of any sort or manner in respect of title to the real estate described on Schedule 3.25 Property shall not be a condition to Purchaser’s obligations. For the avoidance of doubt, Purchaser expressly acknowledges that the Disclosure Schedule of CoVest following shall constitute Permitted Exceptions: (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to i) (A) Permitted Liens; the presence of Long Island Power Authority (together with its successors, “LIPA”) power lines and the utility poles as currently situated on the southern and eastern portion of the Land as more particularly shown on Exhibit F (the land on which such poles are currently situate and any nearby land reasonably necessary or appropriate for the maintenance, repair and replacement of such power lines and utility poles, and access thereto (collectively, the “Current LIPA Area”), and any fee or easement rights of LIPA that LIPA may currently have in respect of the Current LIPA Area, (B) such other matters LIPA’s fee ownership of several parcels in respect of which Seller has easement rights (as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed shown in the state Title Report) (the “Former LIPA Area”), as more particularly shown on Exhibit F, (C) the rights of LIPA and the obligations of Seller (including those obligations that run with the land) pursuant to that certain Electric Facilities Construction Agreement, dated April 15, 1999, between Seller (then known as Computer Associates International, Inc.) and LIPA, and (ii) any fee, easement and/or rights of Suffolk County or any of its agencies or subdivisions, or any water or utility company in which such real estate is located as of a date subsequent to the date hereof respect of the real estate described in Schedule 3.25 pump station on the southeastern portion of the Disclosure Schedule Land as more particularly shown on Exhibit G hereto (the “Pump Station Area”), including rights to maintain, repair and replace underground pipes, conduits and the like on the Property outside of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildingsPump Station Area running between the Pump Station Area and the outer boundaries of the Land, structures which pipes, conduits and improvements thereon the like would service the Property and/or other properties, and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning including necessary or building code or ordinance and all easements or appropriate rights of way; (3) no encroachments upon such parcel access and egress in connection with the foregoing, whether now existing or hereafter granted by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereonSeller. (c) At least (5) business days prior to the Closing Date, CoVest shall, at its own expense, obtain and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 of the Disclosure Schedule of CoVest hereof.

Title Matters. (a) As soon as practical after the date hereof and at least thirty but in any event within sixty (3060) days prior to of the Effective Timedate hereof), CoVest the Company shall, at its own cost and expense, obtain and deliver (or cause to Midwest: (abe delivered) With to the Buyer, with respect to the real estate described on Schedule 3.25 of the Disclosure Schedule of CoVest each Company Real Property (other than real estate subject to leases or real estate acquired in the Company Leases): (i) a foreclosure or similar action), commitment for an owner’s preliminary report ALTA 1992 Owner's Form B title insurance policy issued on title covering a date subsequent to the date hereofhereof with an extended coverage endorsement guaranteeing over all general or standard exceptions to title customarily contained in such commitment and an ALTA Endorsement 3.1 (Zoning Complete Structure), as amended to include parking, issued by a title insurance company reasonably acceptable to Midwestthe Buyer (the "Title Insurer"), which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest the Company or a Subsidiary of the Bank Company, as applicable, in such real estate the Company Real Property in an amount equal to the greater of the value of such real estate Company Real Property as shown on CoVest’s the Company's or its Subsidiaries', as applicable, books and records subject only to Records or the fair market value of such Company Real Property (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwesteach, a "Title Commitment"). (bii) Surveys certified legible copies of all documents cited, raised as exceptions or noted in the Title Commitment with respect to the Company Real Property to the extent reasonably available ("Title Documents"). (iii) a survey or an update of an existing survey prepared in accordance with ALTA current ALTA/ACSM land survey standards by a registered land surveyor reasonably acceptable to the Buyer and licensed in the state in which such real estate the Company Real Property is located located, certified as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) and showing with respect to such real estateCompany Real Property: (1A) the legal description; (2B) all buildings, structures and improvements thereon and all “"setback” " lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3C) no encroachments all encroachments, if any, upon such parcel by buildings, structures, improvements or easements; (4D) legal access to such parcel from a public street; and (5E) no all easements which materially and adversely affect of record affecting the use of such parcel or the improvements located thereonlocated56 (b) With respect to each Company Real Property, the Buyer shall a have a period of ten (10) Business Days from its receipt of the later of the Title Commitment, Survey and Title Documents required to be delivered to the Buyer as provided hereunder in which to review such Title Commitment, Survey and Title Documents and to deliver to the Company, at the Buyer's election, any written objections thereto with respect to matters that would adversely affect the Buyer's use and ownership or the marketability of the Company Real Property (each a "Buyer's Objection Notice"). The Company shall use it Best Efforts to promptly cure all objections listed on a Buyer's Objection Notice, and shall expend up to $500,000 in the aggregate in utilizing its Best Efforts to cure all objections listed on all Buyer's Objection Notices. If the Company is unable to cure all objections listed on all Buyer's Objection Notices for $500,000 or less in the aggregate, the Company may, at its option, (i) cure all such objections at its sole cost and expense or (ii) promptly notify the Buyer in writing that it is unable or unwilling to cure all such objections (a "Failure to Cure Notice"). Upon the Buyer's receipt of a Failure to Cure Notice, the Buyer shall have the right to (A) terminate this Agreement or (B) in a writing to the Company, waive any objection that would result in the Company being unable to cure all objections listed on all Buyer's Objection Notices for $500,000 or less, in the aggregate, in which event any such waived objection shall be conclusively deemed to be a Permitted Lien and the Company shall cure all other objections listed on all Buyer's Objection Notices. (c) At least (5) business days prior It shall be a condition to the Closing Date, CoVest shallBuyer's obligation to close the Merger that the Title Insurer be irrevocably committed to issue to the Buyer, at its own expensethe cost and expense of the Company, obtain and deliver to Midwest owner’s an ALTA 1992 Owner's Form B title insurance policies policy, based on each Title Commitment, dated as of the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the all general or standard exceptions to title customarily contained in such policiespolicy and an ALTA Endorsement 3.1 (Zoning Completed Structure), covering the real estate covered by the commitments referred as amended to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitmentsinclude parking, with respect to each Company Real Property (other than a Company Lease), insuring the fee simple estate of the Bank Company or a Subsidiary of the Company (or such other entity Person reasonably acceptable to Midwestthe Buyer) in the real estate each such Company Real Property in the amount not less than the same amount as the commitment thereforTitle Commitment therefore, subject only to (i) Permitted Liens Liens, (ii) such other matters that were disclosed in the preliminary title report and that were approved in writing by the Buyer and other matters approved in writing by the Buyer, (iii) matters over which the Title Insurer has committed in writing to insure, (iv) matters arising out of an act of the Buyer or its Representatives, (v) the matters set forth in Schedule 3.25 4.22 of the Disclosure Statement relating to any contract or commitment affecting ownership of, title to, use of or any interest in such Company Real Property, and (vi) the matters set forth in Schedule 4.25 of CoVest hereofthe Disclosure Statement relating to any Encumbrance on such Company Real Property (each a "Title Policy").

Title Matters. As soon (a) The Purchaser acknowledges that the Purchaser has had the opportunity to review current title reports issued by the Title Company as practical after of various dates prior to the date hereof for all of the Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided to the Purchaser prior to the date hereof and at least thirty which are listed on Schedule 5.13(a) hereto (30collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Effective Time, CoVest shall, at its own expense, obtain and deliver to Midwest: (a) With respect Closing Date). Any written notice delivered by the Purchaser to the real estate described on Schedule 3.25 Seller in accordance with the requirements of the Disclosure Schedule of CoVest preceding sentence shall include the basis (other than real estate subject to leases or real estate acquired in reasonable detail) for the Purchaser’s position that such matter is not a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, issued by a title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by MidwestEncumbrance. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in The Purchaser shall not be entitled to object to any Encumbrances or any other title exceptions (and the state in which such real estate is located as same shall not constitute Title Defects or any breach of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest Seller’s representations hereunder, but instead shall be deemed Permitted Encumbrances) (i) showing with respect over which the Title Company is willing to such real estate: insure on commercially reasonable terms without any cost to or indemnity by the Seller, (1ii) against which the legal description; Title Company is willing to provide affirmative insurance on commercially reasonable terms without any cost to or indemnity by the Seller or (2iii) all buildingswhich will be extinguished at the Closing by the Seller, structures at the Seller’s sole cost and improvements thereon expense. Any title matters to which the Purchaser shall not object in accordance herewith shall constitute Permitted Encumbrances. Title Defects that are timely objected to by the Purchaser and all which are not Permitted Encumbrances are herein collectively called “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereonTitle Objections.” (c) At least The Seller shall use commercially reasonable efforts to remove, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (such adjournment not to extend beyond the earlier of (i) ninety (90) days and (ii) the third (3rd) Business Day prior to the Termination Date) to accomplish the same. The Seller shall advise the Purchaser in writing within five (5) business days prior Business Days after receipt of the Purchaser’s notice of Title Objections whether the Seller intends to seek to remove the same. (d) If the Seller is unable (after use of its commercially reasonable efforts to do so) to remove any Title Defects, except as otherwise provided in the following proviso, the Purchaser shall nonetheless be required to accept title subject to the Closing DateTitle Objection, CoVest shall, at its own expense, obtain in which event such Title Defect shall thereupon constitute a Permitted Encumbrance and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 shall no longer constitute a Title Defect for purposes of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank this Agreement (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 the following proviso) and, for the avoidance of doubt, the Seller shall not be required to deliver any Release Deliverable, Title Deliverable or Post-Closing Title Delivery in connection therewith; provided, however, that notwithstanding anything to the contrary in this Section 5.13, this Section 5.13 shall not (i) impair any of the Disclosure Schedule rights of CoVest hereofthe Purchaser or any of its Affiliates, directors, officers, employees, agents or other representatives to indemnification under Article VIII in respect of any Title Defect or amend any representation or warranty herein or any disclosure schedule hereto for the purposes of such indemnification or (ii) for the avoidance of doubt constitute a waiver of satisfaction and fulfillment of the conditions listed in Article VI.

Title Matters. As soon as practical after the date hereof The rights herein granted to Lessee are subject and at least thirty (30) days prior subordinate to the Effective Timerights of utility providers and others to enter upon the Garage Site from time to time pursuant to recorded easements, CoVest shalland the like to comply with matters affecting, at its own expense, obtain and deliver the Garage Site (if any). Lessee shall not take any actions that would violate any reasonable restrictions or other rules of general applicability to Midwest: (a) With respect tenants of the Garage Site from time to time published by Lessor. Lessee shall not have the right to grant any easements or otherwise encumber the Lessor’s title to the real estate described Garage Site. The Lessor shall have the right to grant easements to third parties affecting the Garage Site as may be deemed reasonably necessary by Lessor and the Village so long as (1) such actions do not materially impair the rights granted to Lessee under this Lease or reduce the number of parking spaces by more than five (5) spaces in the aggregate over the Term (as hereinafter defined) or result in the Residential Parcel not being in compliance with applicable zoning requirements, and (2) any damage to the Garage Site due to the exercise of such Right by the Lessor shall be repaired by or on Schedule 3.25 behalf of the Disclosure Schedule Lessor at no expense to Lessee and to a condition in compliance with applicable Village codes and ordinances. The foregoing notwithstanding, the Lessor represents to Lessee that (i) it owns the Garage Site in fee simple and that the same is free and clear of CoVest (other than real estate subject all liens, encumbrances and exceptions to leases title except those disclosed to Lessee on or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent prior to the date hereof, issued by a title insurance company reasonably acceptable (ii) other than the 295 spaces leased to MidwestLessee, Lessor leases parking spaces to other users which preliminary report shall contain a commitment may include Metra commuters, Metra area business owners for their personal business parking but not for the parking of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest their customers, clients or the Bank in such real estate in an amount equal guests, (iii) there is no litigation, pending or to the value best of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed its knowledge threatened, that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located as of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely would affect the use of such parcel Lessor’s performance under this Lease or impair Xxxxxx's rights hereunder. The Lessor will have the improvements located thereon. right in its sole discretion to lease available parking spaces other than the Base Spaces (c) At least (5) business days prior to the Closing Date, CoVest shall, at its own expense, obtain and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwestexcept as expressly provided for above) in the real estate in Garage Site to others, including the amount not less than the same amount as the commitment therefor, subject only to Permitted Liens and the matters set forth in Schedule 3.25 of the Disclosure Schedule of CoVest hereofLessee.

Title Matters. As soon as practical (a) On or prior to 10 days after the date hereof and at least thirty (30) days prior to the Effective TimeExecution Date, CoVest shallPurchaser, at its own expense, obtain and deliver to Midwest: shall request (ai) With a preliminary binder or title commitment (the “Title Commitment”) sufficient for the issuance of A.L.T.A. Extended Coverage Owner’s Title Insurance Policies with respect to the real estate described on Schedule 3.25 of Owned Real Property (the Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner“Owner’s preliminary report on title covering a date subsequent Title Policy”) and A.L.T. A. Extended Coverage Leasehold Title Policy with respect to the date hereofLeased Real Property (the “Leasehold Title Policy”) (the Owner’s Title Policy and the Leasehold Title Policy are collectively referred to in this Agreement as the “Title Policies”), issued by a Chicago Title Insurance Company (the “Title Company”), together with true, correct and legible copies of all instruments referred to therein as conditions or exceptions to title insurance company reasonably acceptable to Midwest, which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring (the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A“Title Instruments”) Permitted Liens; and (Bii) such other matters as may shall order an A.L.T.A. survey of the Owned Real Property complying with the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Survey for the Owned Real Property (the “Survey”). The cost of the Title Policy and the Survey shall be disclosed that are reasonably approved in writing borne by MidwestPurchaser. (b) Surveys certified Within ten (10) business days after receipt of the Title Commitment and the Survey, Purchaser shall deliver a copy thereof to Seller and advise Seller in accordance with ALTA land writing (the “Title Notice”) of any survey standards or title matters that, in Purchaser’s sole discretion, will adversely affect, impede or hinder Purchaser’s use or ownership of the Real Property (collectively, the “Objections”). Seller shall give written notice to Purchaser within three (3) business days of Seller’s receipt of the Title Notice of any Objections which Seller is willing and able to cure (Seller having no obligation whatsoever to cure). Purchaser shall permit such time as is reasonably necessary, including a reasonable extension of the date of Closing, in which to cure any Objections identified by a registered land surveyor licensed Seller as items to be cured. In the event Seller advises Purchaser of its inability or unwillingness to cure one or more Objections (or in the state in which event Seller does not give any responsive notice within such real estate is located as three-day period), Purchaser, within the earlier to occur of a date subsequent to the date hereof of the real estate described in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; two (2) all buildingsdays after receipt of Seller’s response, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use expiration of such parcel three-day period for Seller’s response, shall elect either to (a) waive such objections and proceed to Closing without any adjustment to any of the terms of this Agreement, or (b) terminate this Agreement by giving written notice to Seller, in which event the improvements located thereonparties shall be relieved of all further liability hereunder (except those which expressly survive termination); provided, however, that Purchaser shall return all materials provided by Seller to Purchaser, as well as copies of any reports or results arising from Purchaser’s inspections, tests, and surveys of the Real Property. If Purchaser does not give timely notice of such election, Purchaser shall be deemed to have elected the option to waive the Objections specified in clause (a) immediately above. (c) At least (5) business days prior All matters affecting title to the Closing DateReal Property as of the date of Purchaser’s survey and title report that are not objected to in the Title Notice or waived (or deemed waived) by Purchaser shall be deemed consented to by Purchaser, CoVest shalland (a) all such deemed consented matters, at its own expense(b) any subsequent title matters permitted hereby, obtain or consented to by Purchaser and deliver to Midwest owner’s (c) any other survey or title insurance policies dated matter that does not materially and adversely affect insurability of title, marketability, use, occupancy, possession, ownership or utility of the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments Real Property shall be collectively referred to herein as “Permitted Encumbrances,” in Schedule 3.25 addition to those matters identified as Permitted Encumbrances in Section 2.7(a) hereof. The state of title at the Disclosure Schedule date of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment therefor, Closing shall be subject only to the Permitted Liens and Encumbrances, except as permitted hereby. Except for Permitted Encumbrances, on or after the matters set forth Execution Date, Seller shall neither take, nor consent to, any steps or actions which will in Schedule 3.25 any manner adversely alter the status of the Disclosure Schedule of CoVest hereoftitle to the Real Property without Purchaser’s prior written consent, which consent shall not be unreasonably withheld. Except for Permitted Encumbrances, Seller shall not execute, grant or record any easements, covenants, conditions, liens, restrictions, leases or other agreements or matters with respect to the Real Property without Purchaser’s prior written consent which shall not be unreasonably withheld.

Title Matters. As soon as practical after At the date hereof Closing, Vendell or one of the Vendell Subsidiaries shall own (i) good, marketable and at least thirty insurable fee simple title to all of the Real Property, and (30ii) days prior good, marketable and insurable leasehold title to the Effective TimeLeased Property. Evidence of such good, CoVest shallmarketable and insurable title shall be the issuance of one or more ALTA Owner's Policies of Title Insurance (10-17-92) or ALTA Leasehold Owner's Policies (10-17-92), in an aggregate amount equal to the portion of the Purchase Price allocated to the Real Property (collectively, the "Title Policies") which Vendell shall deliver, at its own CCS's sole cost and expense, obtain and deliver to Midwest: CCS at the Closing. The Title Policies (a) With respect to the real estate described on Schedule 3.25 of the Disclosure Schedule of CoVest (other than real estate subject to leases or real estate acquired in a foreclosure or similar action), an owner’s preliminary report on title covering a date subsequent to the date hereof, will be issued by a title insurance company reasonably acceptable or companies satisfactory to MidwestCCS (such company or companies hereinafter collectively called the "Title Company"), which preliminary report shall contain a commitment of such title insurer to issue an owner’s title insurance policy on ALTA 1992 Owner’s Form B insuring the fee simple title of CoVest or the Bank in such real estate in an amount equal to the value of such real estate as shown on CoVest’s books and records subject only to (A) Permitted Liens; and (B) such other matters as may be disclosed that are reasonably approved in writing by Midwest. (b) Surveys certified in accordance with ALTA land survey standards by a registered land surveyor licensed in the state in which such real estate is located shall insure fee simple or leasehold (as of a date subsequent applicable) title to the date hereof of the real estate described Real Property, in Schedule 3.25 of the Disclosure Schedule of CoVest (i) showing with respect to such real estate: (1) the legal description; (2) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have been established by any applicable zoning or building code or ordinance and all easements or rights of way; (3) no encroachments upon such parcel by buildings, structures, improvements or easements; (4) legal access to such parcel from a public street; and (5) no easements which materially and adversely affect the use of such parcel or the improvements located thereon. (c) At least (5) business days prior to the Closing Date, CoVest shall, at its own expense, obtain and deliver to Midwest owner’s title insurance policies dated the Closing Date on ALTA 1992 Owner’s Form B with an extended coverage endorsement guaranteeing over the standard exceptions to title customarily contained in such policies, covering the real estate covered by the commitments referred to in Schedule 3.25 of the Disclosure Schedule of CoVest hereof issued by the insurer which issued such commitments, insuring the fee simple estate of the Bank (or such other entity reasonably acceptable to Midwest) in the real estate in the amount not less than the same amount as the commitment thereforCCS, subject only to Permitted Liens and Encumbrances, that do not materially interfere with the matters set forth in Schedule 3.25 use or impair the value of the Disclosure Schedule Real Property, and such other exceptions that do not materially interfere with the use or impair the value of CoVest hereofthe Real Property, and (c) shall include such reinsurance pursuant to reinsurance agreements with direct access to the reinsurors as CCS may reasonably require. Such policies shall provide full coverage against mechanics' or materialmen's liens arising out of any work, labor, materials or services furnished or claimed to have been furnished to the Real Property or any part thereof prior to the Closing, and shall contain endorsements insuring over all other printed or standard general exceptions, a 3.1 zoning endorsement, contiguity endorsements (if the Real Property consists of more than one adjacent separately described parcel), affirmative coverage for specific existing access and such other endorsements as specified herein or as CCS may reasonably require to the extent available in the jurisdiction in which such Real Property is located.