Common use of Title and Survey Matters Clause in Contracts

Title and Survey Matters. (a) Buyer has received commitments (the “Commitments”) from the Title Company to issue as of the Effective Time one or more extended ALTA owner’s or leasehold, as appropriate, policies of title insurance in such form as Buyer deems appropriate, in Buyer’s sole and absolute discretion, with all endorsements, as reasonably required by Buyer (the “Title Policy”) for the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by Buyer. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. Sellers will deliver any information in Sellers’ possession as may be reasonably required by the Title Company. (b) Buyer has received ALTA surveys of the land and improvements comprising the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property (collectively, the “Surveys”) from a Utah-licensed surveyor selected by Buyer. (c) All exceptions set forth in Schedule B-2 (excluding standard exceptions) of the Commitments and all matters shown on the Surveys are deemed Permitted Encumbrances, except for Monetary Liens.

Title and Survey Matters. (a) The Sellers have delivered to the Buyer a copy of the most recent Existing Title Policy and a copy of the most recent Existing Survey in their possession with respect to each parcel of Real Property. Further and except as identified on Section 5.15(a) of the Disclosure Schedule, the Sellers have delivered to the Buyer or the Buyer has received commitments (the “Commitments”) from the Title Company to issue as of the Effective Time one or more extended ALTA owner’s or leasehold, as appropriate, policies of title insurance in such form as Buyer deems appropriate, in Buyer’s sole and absolute discretionobtained, with all endorsementsrespect to each parcel of Real Property that is a Critical Leased Property, as reasonably required by Buyer (the i) a commitment (each, a “Title PolicyCommitment”) for an ALTA leasehold title insurance policy issued by Chicago Title Insurance Company or another nationally recognized title insurance company and (ii) copies of the MPT underlying exceptions reflected on the Title Commitment. The Buyer has ordered, or as soon as reasonably practicable following the date hereof the Buyer will order, a Survey with respect to each parcel of the Real Property that is a Critical Leased Property, and will use its reasonable best efforts to cause each such Survey to be completed as soon as reasonably practicable (but in any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal event prior to the value assigned to such Leased Real Property by Buyer. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. Sellers will deliver any information in Sellers’ possession as may be reasonably required by the Title CompanyClosing). (b) Buyer has received ALTA surveys Prior to the Closing, the Sellers shall release or discharge (i) any mortgages and/or deeds of trust and any Tax liens or judgment liens encumbering the land and improvements comprising the MPT Real Sellers’ leasehold estate in any Critical Leased Property, other than Permitted Liens, and (ii) any other parcels of Liens (other than Permitted Liens) on the Sellers’ leasehold estate in any Critical Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property (collectively, “Title Defects”). The Buyer may obtain updates of the Title Commitments and Surveys with respect to the Critical Leased Property and may deliver written notice of any additional Title Defects disclosed by such updates or by the Surveys obtained pursuant to the final sentence of Section 5.15(a), as applicable, and in each case arising after the date of the applicable Title Commitment. If the Buyer gives such written notice to the Sellers, the Sellers shall at their expense cause any such Title Defects arising by, through or under any of the Sellers (but not otherwise) to be released and discharged, or otherwise cured, in full at or prior to the Closing; provided, in the event the Sellers are not able to cause such Title Defects to be released and discharged in full at or prior to the Closing, then the Sellers shall at the Sellers’ election, either (A) provide the Buyer a credit against the Closing Cash Payment in the amount of the applicable Title Defect, if a liquidated sum, (B) cause, at the Sellers’ expense, the Buyer’s title insurance company to “Surveys”insure over” such Title Defect shown in the title insurance policy (if any) from a Utah-licensed surveyor selected obtained by Buyerthe Buyer at the Closing for such Critical Leased Property, or (C) indemnify the Buyer against Losses arising out of such Title Defect. (c) All exceptions set forth Each Seller that has a leasehold estate in Schedule B-2 a Critical Leased Property agrees to cooperate with the Buyer in its efforts to obtain the Title Commitment and Survey and to execute, with respect to each parcel of Critical Leased Property, a customary title and/or gap indemnity affidavit (excluding standard exceptionsor certificate) as may reasonably be required by the title insurance company and other customary affidavits, provided any such affidavits (or certificates) are reasonably approved by the Sellers. (d) The parties agree that the cost of obtaining the Title Commitments, the title insurance policies (and any endorsements thereto) and the Surveys shall be paid by the parties in the manner provided on Section 10.01 of the Commitments Disclosure Schedule. The parties also agree that the cost of obtaining any UCC searches and all matters shown title searches in connection with the transactions contemplated by this Agreement shall be paid by the parties in the manner provided on Section 10.01 of the Surveys are deemed Permitted Encumbrances, except for Monetary LiensDisclosure Schedule.

Title and Survey Matters. (a) Buyer has received and delivered to Sellers commitments (the “Commitments”) from the Title Company to issue as of the Effective Time one or more an extended ALTA owner’s or leasehold, as appropriate, policies policy of title insurance in such form as Buyer deems appropriate, in Buyer’s sole and absolute reasonable discretion, with all endorsements, as reasonably required by Buyer (the “Title Policy”) for the MPT Owned Real Property, Property and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by Buyer. Buyer shall deliver, or shall require the Title Company to deliver, to Sellers with the Commitments copies of all recorded documents referred to therein. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. The Commitments provide for the issuance of the Title Policy to Buyer as of the Effective Time and shall insure fee simple title to the Owned Real Property and a leasehold interest for the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, subject only to the Permitted Encumbrances and without standard exceptions. Sellers will deliver any commercially reasonable information in Sellers’ possession as may reasonably be reasonably required by the Title Company under the requirements section of the Commitments or otherwise in connection with the issuance of the Title Policy. Sellers will provide a commercially reasonable owner’s affidavit of title in connection with the Owned Real Property and/or such other information as the Title Company may reasonably require in order for the Title Company to insure over the “gap” (i.e., the period of time between the effective date of the Title Company’s last checkdown of title to the Real Property and the Effective Time) to cause the Title Company to delete all standard exceptions from the Title Policy and to provide mechanics’ lien coverage. (b) Buyer has received ALTA surveys of the land and improvements comprising the MPT Owned Real Property, Property and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property (collectively, the “Surveys”) from a UtahNew Hampshire-licensed surveyor selected by Buyer (the “Surveyor”). The legal descriptions of the surveyed Real Property created by the Surveyor shall be used to convey title to Buyer pursuant to the Deeds. The Surveys shall comply in all respects with the minimum detail requirements of the ALTA/American Congress on Survey and Mapping as such requirements are in effect on the date of preparation of the Surveys and shall be sufficient for the Title Company to remove all standard survey exceptions from the Title Policy and issue a survey endorsement acceptable to Buyer. The Surveys are or will be certified to Buyer, the Title Company and any other Person as Buyer directs. (c) All Except as set forth on Schedule 6.6(c), all exceptions set forth in Schedule B-2 of the Commitments (excluding standard exceptions) of the Commitments and all matters shown on the Surveys are deemed Permitted EncumbrancesEncumbrances (excluding any Monetary Lien which will not be deemed a Permitted Encumbrance). All items, except for Monetary Liensmatters, comments and questions on Schedule 6.6(c) are referred to hereinafter as “Title and Survey Objections.” Sellers will use their commercially reasonable efforts to cure, resolve or insure over each Title and Survey Objection to Buyer’s reasonable satisfaction no later than five (5) Business Days before the Closing. If Sellers are unable, despite the use of their commercially reasonable efforts, to cure, resolve or insure over any Title or Survey Objection, Sellers will inform ▇▇▇▇▇ in writing no later than four (4) Business Days before the Closing. Upon receipt of Sellers’ notice, Buyer may elect, in its sole and absolute discretion, either to (i) waive any uncured Title and Survey Objection and close the Contemplated Transactions, subject to the satisfaction or waiver of the remaining closing conditions in Article 8 and Article 9, it being understood that any such waiver shall not waive, limit or otherwise affect any Buyer Indemnified Party’s right to indemnification pursuant to Section 10.1(a)(vi) with respect to any Losses as a result of, arising out of, relating to or in connection with any uncured Title and Survey Objections, or (ii) terminate this Agreement without Liability or penalty by delivering written notice to Sellers.

Title and Survey Matters. (a) The Sellers have delivered to the Buyer a copy of the most recent Existing Title Policy and a copy of the most recent Existing Survey of the Owned Real Property in their possession. Further and except as identified on Section 5.15(a) of the Disclosure Schedule, the Sellers have delivered to the Buyer or the Buyer has received commitments obtained, with respect to each parcel of Owned Real Property and each parcel that is a Critical Leased Property, (the i) a commitment (each, a “CommitmentsTitle Commitment”) from the Title Company to issue as of the Effective Time one or more extended for an ALTA title insurance policy (whether owner’s or leasehold, as appropriate, policies of applicable) issued by Chicago Title Insurance Company or another nationally recognized title insurance in such form company and (ii) copies of the underlying exceptions reflected on the Title Commitment. The Buyer has ordered, or as Buyer deems appropriate, in Buyer’s sole and absolute discretion, with all endorsements, soon as reasonably required by practicable following the date hereof the Buyer (will order, a Survey with respect to each parcel of the “Title Policy”) for the MPT Owned Real Property and each parcel that is a Critical Leased Property, and will use its reasonable best efforts to cause each such Survey to be completed as soon as reasonably practicable (but in any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal event prior to the value assigned to such Leased Real Property by Buyer. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. Sellers will deliver any information in Sellers’ possession as may be reasonably required by the Title Companyapplicable Closing). (b) Buyer has received ALTA surveys Prior to the applicable Closing, the Sellers shall release or discharge (i) any mortgages and/or deeds of trust and any Tax liens or judgment liens encumbering the land and improvements comprising Owned Real Property or any portion thereof or, if applicable, the MPT Real Sellers’ leasehold estate in any Critical Leased Property, in each case other than Permitted Liens, and (ii) any other parcels of Leased Liens (other than Permitted Liens) on the Owned Real Property or, if applicable, the Sellers’ leasehold estate in which any Seller owns a leasehold interest in the land relating to such Critical Leased Real Property (collectively, “Title Defects”). The Buyer may obtain updates of the Title Commitments and Surveys with respect to the Owned Real Property and the Critical Leased Property and may deliver written notice of any additional Title Defects disclosed by such updates or by the Surveys obtained pursuant to the final sentence of Section 5.15(a), as applicable, and in each case arising after the date of the applicable Title Commitment. If the Buyer gives such written notice to the Sellers, the Sellers shall at their expense cause any such Title Defects arising by, through or under any of the Sellers (but not otherwise) to be released and discharged, or otherwise cured, in full at or prior to the applicable Closing; provided, in the event the Sellers are not able to cause such Title Defects to be released and discharged in full at or prior to the applicable Closing, then the Sellers shall at the Sellers’ election, either (A) provide the Buyer a credit against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, in the amount of the applicable Title Defect, if a liquidated sum, (B) cause, at the Sellers’ expense, the Buyer’s title insurance company to “Surveys”insure over” such Title Defect shown in the title insurance policy (if any) from a Utah-licensed surveyor selected obtained by Buyerthe Buyer at the applicable Closing for such Owned Real Property or Critical Leased Property, or (C) indemnify the Buyer against Losses arising out of such Title Defect. (c) All exceptions set forth Each Seller that owns a parcel of Owned Real Property or has a leasehold estate in Schedule B-2 a Critical Leased Property agrees to cooperate with the Buyer in its efforts to obtain the Title Commitment and Survey and to execute, with respect to each parcel of Owned Real Property or Critical Leased Property, a customary title and/or gap indemnity affidavit (excluding standard exceptionsor certificate) as may reasonably be required by the title insurance company and other customary affidavits, provided any such affidavits (or certificates) are reasonably approved by the Sellers. (d) The parties agree that the cost of obtaining the Title Commitments, the title insurance policies (and any endorsements thereto) and the Surveys shall be paid by the parties in the manner provided on Section 10.01 of the Commitments Disclosure Schedule. The parties also agree that the cost of obtaining any UCC searches and all matters shown title searches in connection with the transactions contemplated by this Agreement shall be paid by the parties in the manner provided on Section 10.01 of the Surveys are deemed Permitted Encumbrances, except for Monetary LiensDisclosure Schedule.

Title and Survey Matters. (a) Buyer has received (or will receive) ALTA commitments (07-01-2021) (the “Commitments”) from the Title Company to issue reflecting as of insured parcels the Effective Time one or more extended ALTA owner’s or leasehold, as appropriate, policies of title insurance in such form as Buyer deems appropriate, in Buyer’s sole Owned Real Property and absolute discretionthe Leased Real Property, with all endorsements, an insurance amount as reasonably required determined by Buyer, subject only to Permitted Encumbrances and containing ALTA endorsements reasonably requested by Buyer at least three Business Days prior to the Closing Date (the “Title Policy”) for the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by Buyer). The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. Sellers The Commitments provide (or will provide) for the issuance of the Title Policy to Buyer as of the Effective Time and shall insure fee simple title to the Owned Real Property and a leasehold interest for the Leased Real Property in which Seller owns a leasehold interest in the land relating to such Leased Real Property, subject only to the Permitted Encumbrances and the endorsements set forth above and without standard exceptions. Notwithstanding the foregoing, it shall be the sole responsibility of Buyer, at Buyer’s expense, to obtain any survey or other documentation necessary to remove the survey exception from the Title Policy. Seller will deliver any information in Sellers’ possession as may be reasonably required by the Title Company under the requirements section of the Commitments or otherwise in connection with the issuance of the Title Policy. Seller will provide an affidavit of title and/or such other information as the Title Company may require in order for the Title Company to insure over the “gap” (i.e., the period of time between the effective date of the Title Company’s last checkdown of title to the Real Property and the Effective Time), to provide mechanics’ lien coverage, and to cause the Title Company to issue the Title Policy without all standard exceptions (the “Owner’s Affidavit”). (b) Buyer has received (or will receive) ALTA surveys of the land and improvements comprising the MPT Owned Real Property, Property and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property (collectively, the “Surveys”) from a UtahTennessee-licensed surveyor selected by Buyer. (c) All exceptions set forth in Schedule B-2 (excluding standard exceptions) the “Surveyor”). The legal descriptions of the Commitments surveyed Owned Real Property created by the Surveyor shall be used to convey title to Buyer pursuant to the SWDs. The Surveys comply in all material respects with the minimum detail requirements of the ALTA/American Congress on Survey and all matters shown Mapping as such requirements are in effect on the date of preparation of the Surveys. The Surveys are deemed Permitted Encumbrancesor will be certified to Buyer, except for Monetary Liensthe Title Company and any other Person as Buyer directs.

Title and Survey Matters. (a) Buyer has received commitments (the “Commitments”) from the Title Company to issue as of the Effective Time one or more an extended ALTA owner’s or leasehold, as appropriate, policies policy of title insurance in such form as that Buyer deems appropriate, in Buyer’s sole and absolute reasonable discretion, with all endorsements, as reasonably required by Buyer (the “Title Policy”) for the MPT Owned Real Property, Property and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by Buyer. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. Sellers will deliver any information in Sellers’ possession as may be reasonably required by The Commitments provide for the issuance of the Title Company. (b) Policy to Buyer has received ALTA surveys as of the land Effective Time and improvements comprising shall insure fee simple title to the MPT Owned Real Property, Property and any other parcels of a leasehold interest for the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such PUBLIC COPY Leased Real Property (collectivelyProperty, subject only to the “Surveys”) from a Utah-licensed surveyor selected by Buyer. (c) All exceptions set forth in Schedule B-2 (excluding Permitted Encumbrances and without standard exceptions) . Sellers will deliver any commercially reasonable information as may be required by the Title Company under the requirements section of the Commitments or otherwise in connection with the issuance of the Title Policy. Sellers will provide a commercially reasonable owner’s affidavit of title in connection with the Owned Real Property and/or such other information as the Title Company may reasonably require in order for the Title Company to insure over the “gap” (i.e. the period of time between the effective date of the Title Company’s last title update of the Real Property and the Effective Time) to cause the Title Company to delete all matters shown on standard exceptions from the Surveys are deemed Permitted EncumbrancesTitle Policy and to provide mechanics’ lien coverage; provided, except for Monetary Lienshowever, that Sellers have no obligation to omit the survey exception, which shall be addressed solely in connection with the Surveys.

Title and Survey Matters. (a) Buyer has received and delivered, or will receive and deliver, to Sellers commitments (the “Commitments”) from the Title Company to issue as of the Effective Time one or more extended ALTA owner’s or leasehold, as appropriate, policies of title insurance in such form as Buyer Buyer, acting reasonably, deems appropriate, in Buyer’s sole and absolute discretion, with all endorsements, as reasonably required by Buyer (the “Title Policy”) for the MPT Owned Real Property, and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by Buyer. Buyer shall deliver, or shall require the Title Company to deliver, to Seller with the Commitments copies of all recorded documents referred to therein. The Parties agree that the Title Company shall be responsible for all underwriting decisions with respect to the policy or policies issued pursuant to the Commitments. The Commitments provide, or will provide, for the issuance of the Title Policy to Buyer as of the Effective Time and shall insure fee simple title to the Owned Real Property and a leasehold interest for the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, subject only to the Permitted Encumbrances and without standard exceptions, to the extent such standard exceptions can be removed based on an owner’s affidavit in standard form customarily executed and delivered by Sellers at a closing. Sellers will deliver any information in Sellers’ possession as may reasonably be reasonably required by the Title CompanyCompany under the requirements section of the Commitments or otherwise in connection with the issuance of the Title Policy. Sellers will provide an affidavit of title and/or such other information as the Title Company may reasonably require in order for the Title Company to insure over the “gap” (i.e., the period of time between the effective date of the title insurance company’s last checkdown of title to the Real Property and the Effective Time) to cause the Title Company to delete standard exceptions that may be deleted based on such affidavit from the Title Policy and to provide mechanic’s lien coverage. No Monetary Lien disclosed in a Commitment will be deemed a Permitted Encumbrance. (b) Buyer has received ALTA and delivered, or will receive and deliver, to ▇▇▇▇▇▇▇ ▇▇▇▇ surveys of the land and improvements comprising the MPT Owned Real Property, Property and any other parcels of the Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property (collectively, the “Surveys”) from a UtahNorth Carolina-licensed surveyor selected by Buyer (the “Surveyor”). In case of discrepancies with legal descriptions contained in the vesting deeds to Sellers, the legal descriptions of the surveyed Owned Real Property created by the Surveyor shall be used to convey title to Buyer based on such legal descriptions pursuant to quit claim deeds, in addition to the special/limited warranty deed or deeds described in Section 3.2(a) that use the legal descriptions contained in the vesting deeds to Sellers. The Surveys comply, or will comply, in all respects with the minimum detail requirements of the ALTA/American Congress on Survey and Mapping as such requirements are in effect on the date of preparation of the Surveys and are, or will be, sufficient for the Title Company to remove all standard survey exceptions from the Title Policy and issue a survey endorsement acceptable to Buyer. The Surveys are, or will be, certified to Sellers, Buyer, the Title Company and to any other Person as Buyer directs. (c) All exceptions set forth in Schedule B-2 (excluding standard exceptions) of the Commitments The Commitment and all matters shown on the Surveys are collectively referred to as “Title Evidence”. Buyer will notify Sellers, within thirty (30) days after the later to occur of (i) the receipt of the last of the Title Evidence or (ii) the Execution Date, of any liens, claims, encroachments, exceptions or defects disclosed in the Title Evidence that do not constitute Permitted Encumbrances (collectively, the “Title and Survey Objections”). The Parties acknowledge that the matters set forth on Schedule 10.1(c) are Title and Survey Objections. Notwithstanding the foregoing or anything to the contrary contained herein, Buyer shall have no right to object to any lien, claim, encroachment, exception or defect disclosed in the Title Evidence as a Title and Survey Objection to the extent that such lien, claim, encroachment, exception or defect prohibits the use or operation of any of the Owned Real Property by Buyer for any use or purpose other than the business, operation or activity conducted on such Owned Real Property as of the Execution Date or during any of the periods covered by the Historical Financial Information, and any such lien, claim, encroachment, exception or defect shall be deemed to be a Permitted EncumbrancesEncumbrance. Sellers at their sole cost and expense, will (i) cure the Title and Survey Objections on or before the Closing or (ii) cause the Title Company to (A) delete the Title and Survey Objections from the Commitment or (B) agree to add a provision to the Title Policy obligating the Title Company to protect the Buyer against all loss or damage incurred on account of each Title and Survey Objection. If Sellers fail to cure any Title and Survey Objection in one of the manners provided above on or before the End Date, Buyer may elect to take any one of the following actions with respect to each uncured Title and Survey Objection: (i) Buyer may waive such Title and Survey Objection, in which event the applicable matter will be deemed a Permitted Encumbrance, subject to any satisfaction or waiver of the remaining closing conditions in Article 8 and Article 9, provided, however, that in such event Seller will indemnify and hold Buyer harmless from and against any Losses that Buyer may suffer or incur as a result of such Title and Survey Objection being uncured, subject to the Title and Survey Cap (except for Monetary Liens.as otherwise provided in Section 10.1(c)); (ii) if any uncured Title and Survey Objection, individually or in the aggregate, would reasonably be expected to materially impair or interfere with the present operations of any of the Material Facilities or the St. ▇▇▇▇▇▇ campus of Mission Hospital (Asheville, North Carolina),

Title and Survey Matters. (a) The Sellers have delivered to the Buyer a copy of the most recent Existing Title Policy and a copy of the most recent Existing Survey of the Owned Real Property in their possession. Further and except as identified on Section 5.15(a) of the Disclosure Schedule, the Sellers have delivered to the Buyer or the Buyer has received commitments obtained, with respect to each parcel of Owned Real Property and each parcel that is a Critical Leased Property, (the i) a commitment (each, a “CommitmentsTitle Commitment”) from the Title Company to issue as of the Effective Time one or more extended for an ALTA title insurance policy (whether owner’s or leasehold, as appropriate, policies of applicable) issued by Chicago Title Insurance Company or another nationally recognized title insurance in such form as Buyer deems appropriate, in Buyer’s sole company and absolute discretion, with all endorsements, as reasonably required by Buyer (ii) copies of the “underlying exceptions reflected on the Title Policy”) for the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to the value assigned to such Leased Real Property by BuyerCommitment. The Parties agree that the Title Company shall be responsible for all underwriting decisions Buyer has ordered a Survey with respect to each parcel of the policy or policies issued pursuant Owned Real Property and each parcel that is a Critical Leased Property prior to the Commitments. Sellers date hereof and will deliver use its reasonable best efforts to cause each such Survey to be completed as soon as reasonably practicable (but in any information in Sellers’ possession as may be reasonably required by event prior to the Title Companyapplicable Closing). (b) Buyer has received ALTA surveys Prior to the applicable Closing, the Sellers shall release or discharge (i) any mortgages and/or deeds of trust and any Tax liens or judgment liens encumbering the land and improvements comprising Owned Real Property or any portion thereof or, if applicable, the MPT Real Sellers’ leasehold estate in any Critical Leased Property, in each case other than Permitted Liens, and (ii) any other parcels of Leased Liens (other than Permitted Liens) on the Owned Real Property or, if applicable, the Sellers’ leasehold estate in which any Seller owns a leasehold interest in the land relating to such Critical Leased Real Property (collectively, “Title Defects”). The Buyer may obtain updates of the Title Commitments and Surveys with respect to the Owned Real Property and the Critical Leased Property and may deliver written notice of any additional Title Defects disclosed by such updates or by the Surveys obtained pursuant to the final sentence of Section 5.15(a), as applicable, and in each case arising after the date of the applicable Title Commitment. If the Buyer gives such written notice to the Sellers, the Sellers shall at their expense cause any such Title Defects arising by, through or under any of the Sellers (but not otherwise) to be released and discharged, or otherwise cured, in full at or prior to the applicable Closing; provided, in the event the Sellers are not able to cause such Title Defects to be released and discharged in full at or prior to the applicable Closing, then the Sellers shall at the Sellers’ election, either (A) provide the Buyer a credit against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, in the amount of the applicable Title Defect, if a liquidated sum, (B) cause, at the Sellers’ expense, the Buyer’s title insurance company to “Surveys”insure over” such Title Defect shown in the title insurance policy (if any) from a Utah-licensed surveyor selected obtained by Buyerthe Buyer at the applicable Closing for such Owned Real Property or Critical Leased Property, or (C) indemnify the Buyer against Losses arising out of such Title Defect. (c) All exceptions set forth Each Seller that owns a parcel of Owned Real Property or has a leasehold estate in Schedule B-2 a Critical Leased Property agrees to cooperate with the Buyer in its efforts to obtain the Title Commitment and Survey and to execute, with respect to each parcel of Owned Real Property or Critical Leased Property, a customary title and/or gap indemnity affidavit (excluding standard exceptionsor certificate) as may reasonably be required by the title insurance company and other customary affidavits, provided any such affidavits (or certificates) are reasonably approved by the Sellers. (d) The parties agree that the cost of obtaining the Title Commitments, the title insurance policies (and any endorsements thereto) and the Surveys shall be paid by the parties in the manner provided on Section 10.01 of the Commitments Disclosure Schedule. The parties also agree that the cost of obtaining any UCC searches and all matters shown title searches in connection with the transactions contemplated by this Agreement shall be paid by the parties in the manner provided on Section 10.01 of the Surveys are deemed Permitted Encumbrances, except for Monetary LiensDisclosure Schedule.

Title and Survey Matters. (a) Seller shall use its commercially reasonable efforts to, within 15 days following the date of this Agreement, but in no event later than 30 days following the date of this Agreement, (i) cause the Title Company to issue, and shall deliver to Buyer has received commitments a current Title Commitment for each parcel of Real Property which shall reflect the condition of title that will be transferred at the Closing, and (ii) deliver the surveys in Seller's possession for each parcel of the Real Property. Buyer shall have the opportunity to order and obtain (at Buyer's sole cost and expense), with respect to any individual Travel Center, a land title survey of the Real Property for each such Travel Center, prepared in accordance with the ALTA/ACSM Minimum Detail Requirements adopted in 1999 (including Table A, items 1,2, 3, 4, 5, 6, 7(a) and 7(b), 8, 9, 10, 11 and 15), and otherwise acceptable to Buyer and its lenders (each a "Survey"). (b) Within 45 days after Buyer's receipt of a Title Commitment with respect to any individual Travel Center pursuant to Section 5.19(a) (the “Commitments”"Title Review Period"), Buyer may object to any title matter reflected on such Title Commitment or any Survey obtained by Buyer with respect to the Travel Center subject to the Title Commitment, by providing written notice to Seller, provided that such objectionable title matter (A) would materially and adversely affect the ability of the Buyer to conduct business at the subject Real Property in the manner in which it is currently being conducted by Seller, (B) (in the case of Owned Real Property) would materially reduce the fair market value of the subject Owned Real Property or (in the case of Leased Real Property) would materially reduce the fair market value of Buyer's leasehold interest in the subject Leased Real Property, and (C) is not a Permitted Encumbrance. If, within the Title Review Period, Buyer fails to so notify Seller of any title matter reflected on a Survey or Title Commitment pertaining to the Real Property, or if any such title or Survey matter is not properly objectionable (as specified above), then such title matter shall be deemed accepted by Buyer. If Buyer properly objects in writing within the Title Review Period, Seller may elect to do one of the following at its expense: (A) cure such matter by causing such matter to be removed from the Title Commitment and/or Survey, (B) cure such matter by causing the Title Company to provide express insurance coverage with respect to such matter that is reasonably acceptable to Buyer, (C) indemnify Buyer against such item in form and substance reasonably acceptable to Buyer, or (D) deem that such title matter is to be an Uncured Title Matter. Seller shall notify Buyer of its election not less than five days (or as soon as reasonably possible once the Closing Date is established) prior to the Closing. Unless Seller elects to indemnify Buyer pursuant to the provisions of this Section 5.19(b), Seller shall provide Buyer with a new Title Commitment and/or Survey reflecting either (i) the removal of the objectionable matter from the Title Commitment and/or Survey or (ii) reflecting the express insurance coverage. If Seller elects to indemnify Buyer, then Seller shall deliver to Buyer at Closing an indemnity agreement reasonably satisfactory to Buyer. Upon Seller's compliance with its obligations under this Section 5.19(b) with regard to a title matter objected to by Buyer such matter shall be deemed accepted by Buyer. All title or Survey matters accepted or deemed accepted pursuant to this Section 5.19(b) shall become Permitted Encumbrances. (c) Within ten days after discovery, either party shall inform the other in writing of any new title matter affecting Real Property that arises for the first time after the date of hereof and before the Closing and is not reflected in any Title Commitment or Survey pertaining to Real Property. If the new title matter (A) would materially and adversely affect the ability of the Buyer to conduct business at the subject Real Property in the manner in which it is currently being conducted by Seller, or (B) (in the case of Owned Real Property) would materially reduce the fair market value of the subject Owned Real Property or (in the case of Leased Real Property) would materially reduce the fair market value of Buyer's leasehold interest in the subject Leased Real Property, or (C) is a title matter that will be reflected on the applicable Title Commitment or Survey as an exception to coverage, and (D) is not a Permitted Encumbrance, then Buyer may object thereto by giving written notice to Seller within five days after Buyer's discovery or Buyer's receipt of notice from Seller as to such new title matter. If Buyer fails to so notify Seller, or if the new title matter is not properly objectionable (as specified above), then such new title matter shall be deemed accepted by Buyer. If Buyer properly objects in writing within the five day period, Seller shall elect to do one of the following at its expense: (A) cure such matter by removing it from the Title Commitment and/or Survey, (B) cure such matter by causing the Title Company to provide express insurance coverage with respect to such objectionable matter that is reasonably acceptable to Buyer, (C) indemnify Buyer against such new item in form and substance reasonably acceptable to Buyer, or (D) deem that such title matter is to be an Uncured Title Matter. Seller shall notify Buyer of its election not less than five days (or as soon as reasonably possible once the Closing Date has been established) prior to the Closing. Unless Seller elects to indemnify Buyer, Seller shall provide Buyer with a new Title Commitment and/or Survey reflecting either (i) the removal of the objectionable matter from the Title Commitment and/or Survey or (ii) reflecting the express insurance coverage. If Seller elects to indemnify Buyer than Seller shall deliver to Buyer at Closing an indemnity agreement reasonably satisfactory to Buyer. Upon Seller's compliance with its obligations under this Section 5.19(c) with regard to a title matter objected to by Buyer such matter shall be deemed accepted by Buyer. All title or survey matters accepted or deemed accepted pursuant to this Section 5.19(c) shall become Permitted Encumbrances. If the new title matter is discovered by or disclosed to Buyer later than ten days prior to Closing, the Closing Date may, at the option of either party, be extended for up to ten days, such option to be exercised by notice to the other party which shall specify the new Closing Date. (d) For purposes of this Section 5.19, any Title Commitment or Survey matter which Buyer properly objects to and which is not cured by Seller prior to Closing in accordance with Section 5.19(b) or Section 5.19(c), as the case may be, shall be referred to herein as an "Uncured Title Matter"; it being understood, that in no event shall an objectionable title matter resulting from any of Seller's financing arrangements be deemed to be an Uncured Title Matter, and Seller shall be obligated to cure such objectionable title matter. Following exclusion of a Travel Center as a result of a Uncured Title Matters under this Section 5.19(d) or the exclusion of a Travel Center as a result of a Total Loss pursuant to Section 2.6(c)(i), in the event that any other Uncured Title Matters with respect to all other Travel Centers, together with any amounts relating to any other Total Loss and/or other loss or casualties asserted pursuant to Section 2.6 with respect to all other Travel Centers, exceeds $5,000,000 in the aggregate, then Buyer may terminate this Agreement pursuant to Section 12.1(a)(v). In the event that such Uncured Title Matters asserted pursuant to this Section 5.19(d) with respect to such other Travel Centers, together with any amounts asserted pursuant to Section 2.6 with respect to such other Travel Centers, does not exceed $5,000,000, then the Purchase Price shall be reduced by an amount equal to the sum of (i) all amounts asserted for Uncured Title Matters with respect to such other Travel Centers, and (ii) all amounts asserted pursuant to Section 2.6 with respect to such other Travel Centers, and Buyer shall not have any right to terminate the Agreement pursuant to this Section 5.19(d). (e) At Closing, Seller shall cause the Title Company to issue as either actual or pro forma Title Policies with respect to each parcel of Real Property consistent with the Title Commitments. Each such title policy to be issued pursuant to such commitment, shall be in ALTA Form 1970-B (rev. 10-17-70) with extended coverage acceptable to Buyer, and shall insure in Buyer good title to the Real Property on Closing in an amount of the Effective Time one Purchase Price allocable to such Real Property; Seller shall be responsible for payment of the basic premium for the Title Policies and the cost of any express insurance provided pursuant to Sections 5.19(b) or more extended ALTA owner’s 5.19(c), and Buyer shall be responsible for the payment of any additional premiums for all other special modifications or leaseholdendorsements reasonably requested by Buyer, Including any endorsements required by any financing source for Buyer. (f) At Closing, Seller shall (i) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit C, Seller's right, title and interest to all Owned Real Property located in Arizona, (ii) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit D, Seller's right, title and interest to all Owned Real Property located in Arkansas, (iii) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit E, Seller's right, title and interest to all Owned Real Property located in California, (iv) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit F, Seller's right, title and interest to all Owned Real Property located in Colorado, (v) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit G, Seller's right, title and interest to all Owned Real Property located in New Mexico, (vi) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit H, Seller's right, title and interest to all Owned Real Property located in Texas, and (vii) convey to Buyer, by Special Warranty Deed substantially in the form of Exhibit I, Seller's right, title and interest to all Owned Real Property located in Wyoming (all of such Deeds described in this Section 5.19(f) being referred to herein as, the "Deeds"). Seller shall also execute and deliver affidavits reasonably requested by Buyer and provide at Closing any and all reasonably necessary transfer tax forms or other conveyance forms, instruments and documents ("Transfer Forms") require in connection with the recording of the deeds and issuance of the Title Policies. (g) At Closing, Seller shall assign the Leases to Buyer, and Buyer shall assume the same, by the Assignment and Assumption Agreement (Leases) in the form attached as Exhibit J (the "Assignment and Assumption Agreement (Leases)"). Buyer agrees that in connection with the assignment and assumption of the Lease, Buyer shall provide to the lessor thereunder any financial statements or other information that is reasonably requested by such lessor. (h) Notwithstanding any other provisions herein to the contrary, as appropriate, policies of to matters affecting title insurance in such form as Buyer deems appropriate, in Buyer’s sole and absolute discretion, with all endorsements, as reasonably required by Buyer (to the “Title Policy”) for the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in and Seller's indemnification obligations with respect thereto pursuant to Section 10.1, Buyer agrees to use its commercially reasonable efforts to recover from the land relating to Title Company and the Title Policies the payment of such Leased Real Property, together with appurtenant easements, improvements, buildings and fixtures thereon, in amounts equal to Losses. To the value assigned to such Leased Real Property by Buyer. The Parties agree extent that the Title Company refuses to pay such Losses, Buyer, to the extent permitted under this Agreement, may look to Seller to recover such Losses pursuant to the provisions of Section 10.1(i) due to a Breach of the representation and warranties contained in Section 3.9 (only as to title); provided, however, with respect to any such Losses that are paid by Seller, Buyer shall cause Seller to be responsible for subrogated to Buyer's rights against the Title Company under the Title Policy. (i) At the Closing, Seller shall use its commercially reasonable efforts to provide to Buyer, to the extent required under any applicable Lease, the written consents to assignment (as disclosed on Schedule 5.9) of the Leases, in form and substance reasonably acceptable to Buyer and its lenders. Seller shall use its commercially reasonable efforts to cause such Consents to permit the assignment to, and assumption by, Buyer of the Leases (including all underwriting decisions options, rights and renewals) without amendment. At the Closing, Seller shall use its commercially reasonable efforts to provide to Buyer certificates of estoppel with respect to the policy or policies issued pursuant Leases relating to the Commitments. Sellers will deliver any information in Sellers’ possession as may be reasonably required by the Title Company. (b) Buyer has received ALTA surveys of the land and improvements comprising the MPT Real Property, and any other parcels of Leased Real Property in which any Seller owns a leasehold interest in the land relating to such Leased Real Property located at ▇▇▇▇▇▇▇▇▇, New Mexico (collectively, the “Surveys”"▇▇▇▇▇▇▇▇▇ Lease"), in form and substance reasonably acceptable to Buyer and its lenders. Seller shall use its commercially reasonable efforts to cause each landlord of the Leased Real Property covered by the ▇▇▇▇▇▇▇▇▇ Lease to certify to Buyer and its lenders that; (i) from a Utah-licensed surveyor selected the ▇▇▇▇▇▇▇▇▇ Leases are in full force and effect, (ii) there exists no event of default; (iii) to the actual rent and additional rent payable; (iv) to the areas leased, and (v) to the existence or nonexistence, as the case may be, of any options or renewals. At the Closing, Seller shall use commercially reasonable efforts to provide to Buyer certificates of estoppel with respect to the Leases relating to the Leased Real Property located at Tonopah, Arizona (collectively, the "Arizona Leases"), in form and substance reasonably acceptable to Buyer and its lenders. Seller shall use its commercially reasonable efforts to cause each landlord of the Leased Real Property covered by Buyerthe Arizona Leases to certify to Buyer and its lenders that; (i) the Arizona Leases are in full force and effect, (ii) there exists no event of default; (iii) to the actual rent and additional rent payable; (iv) to the areas leased, and (v) to the existence or nonexistence, as the case may be, of any options or renewals. Furthermore, Seller shall use its commercially reasonable efforts to cause the applicable landlords to certify in the estoppels delivered pursuant to this Section 5.19(i) that leasehold mortgages or similar pledges by tenant are not prohibited. (cj) All exceptions The matters set forth on Schedule 3.9 shall be Permitted Encumbrances; provided, however, that in the event Buyer receives, after the date hereof, title information reflected on a new or updated Title Commitment or Survey in addition to title information provided to Buyer prior to the date hereof which, in Buyer's commercially reasonable judgment, causes any matter set forth on Schedule B-2 3.9 to be objectionable under the standards set out in Sections 5.19(b) or 5.19(c), as applicable, then such matter shall not be a Permitted Encumbrance under this Section 5.19(i). Seller may amend Schedule 3.9 to the extent that any title defect is deemed to be a Permitted Encumbrance under Sections 5.19(b) or 5.19(c) or is resolved as an Uncured Title Matter in accordance with Section 5.19(d). (excluding standard exceptionsk) In the event Buyer believes it is entitled to a Purchase Price reduction pursuant to Section 5.19(d) and there is a dispute between Seller and Buyer as to whether Buyer is so entitled, and such dispute cannot be resolved within five business days after written notice of such disagreement, such matter shall be referred to three mutually agreeable independent arbitrators (the "Umpires") who shall consist of the Commitments following: (i) one Umpire shall be an attorney who is Board Certified by the Texas Board of Legal Specialization in Commercial Real Estate Law, has practiced law for more than 15 years, and all matters shown on has never represented any party to the Surveys are deemed Permitted Encumbrancesdispute, except (ii) one Umpire shall be a real estate financial specialist with at least 15 years experience and at least one year of experience in the market where such Real Estate in dispute is located, and (iii) one Umpire shall be an executive officer of a business with substantial real property experience. If Seller and Buyer cannot promptly agree upon the Umpires, then Seller and Buyer shall promptly arbitrate the matter of the selection of the Umpires before the American Arbitration Association ("AAA") in accordance with the Rules of the AAA for Monetary Liens.the Real Estate Indust