Common use of Title to Real Property Clause in Contracts

Title to Real Property. (a) Purchaser agrees to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. Title to Transferred Assets consisting of interests in real property shall have been evidenced by the willingness of Fidelity National Title Insurance Company (or an Affiliate thereof) (the "Title Insurer") to issue ALTA (or the local equivalents thereof) owner's extended coverage policies of title insurance (latest Form B) (the "Title Policies") in amounts equal to the respective portions of the Purchase Price allocated to such interests, showing title to such interests in such real property vested in Buyer subject to transfer of such interests to Buyer, subject only to the following conditions of title: (a) Purchaser agrees A lien or liens to notify Seller in writing secure payment of real estate taxes, not delinquent; (a "TITLE DEFECT NOTICE"b) no later than sixty (60) Exceptions, disclosed by current standard ALTA Preliminary Title Reports, delivered to Buyer within 15 days after the date hereof and approved by Buyer within 15 days after the date of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps delivery (as indicated by Buyer's signature of approval appended thereto) together with copies of all documents underlying the exceptions contained therein; and (c) Other possible minor matters that in the aggregate are not substantial in amount and do not materially detract from or other title defects related to any Real Property as to which Purchaser objects (interfere with the "TITLE DEFECTS"), provided that present or intended use of such real property. The willingness of the Title Defects and Insurer to issue the Title Defect Notice Policies shall not include be evidenced either by the issuance thereof or refer the written commitments or binders of the Title Insurer to any Permitted Encumbrancesissue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If Seller shall timely receive any the Title Defect Notice with respect Insurer is unwilling to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and issue any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which Policy, it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right required to provide Seller a Title Defect Notice Buyer and Seller, in respect thereof not more than five (5writing, notice setting forth the reason(s) Business Days following Purchaser's receipt of for such Updated Title Report, and thereafter unwillingness on or before the Closing Date. Seller shall have the right to address seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Title Insurer is given less than ten business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of up to ten business days to provide to Seller such opportunity to cure. In the event that, despite Seller's efforts to cure, the Title Insurer remains unwilling to issue any such Title Defect Notice Policy on the Closing Date (as may be extended as provided herein), then, at the election of Buyer, and without affecting the other conditions of the parties to consummation of the Transactions, such real property interests not covered by such a Title Policy shall not be included in the same manner as is set forth Transferred Assets and shall be deemed to be Excluded Assets, and liabilities associated therewith that would otherwise be Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and Seller shall negotiate in Section 2.4(a) with respect good faith prior to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction Closing an equitable adjustment in the applicable Property Price or lease Purchase Price. If the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such leaseequitable adjustment, then such "existing market rent" the disagreement shall be determined by an appraisal to be conducted by an appraiser selected resolved in accordance with Section 2.14. Notwithstanding the manner set forth in Section 2.8 belowforegoing, with the cost of Buyer may accept such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable title to any such lease interests as the pertinent Subsidiary may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, Transferred Assets without reduction of the Purchase Price shall be reduced by or any credit or allowance against the amount same and without any other liability on the part of Seller or the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to PurchaserSubsidiaries.

Title to Real Property. Except as set forth on Seller Disclosure Schedule 4.10: (a) Purchaser agrees The Assets include and constitute all real property owned by EQT Gathering that relate to notify Seller the Applegate/▇▇▇▇▇▇▇▇, Taurus, Terra, Three Rivers and D-497 development areas in writing EQT Gathering’s gathering system and which generated the revenue shown in the Financial Statements. The AVC Assets include and constitute all real property owned by AVC that relates to the gas transmission pipeline described in the AVC FERC Certificate. (a "TITLE DEFECT NOTICE"b) no later than sixty (60) days after As of the date hereof hereof, EQT Gathering and AVC each has good, valid and indefeasible title to the Transferred Assets owned by it which constitute real property and are designated as such in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit B-2 hereto (the “Real Property Assets”), free and clear of all Liens (other than Permitted Liens). EQT Gathering and EQT Gathering Holdings have made available to Equitrans LP, Equitrans Investments, EQM and/or EQM Gathering Opco true, correct and complete copies of all material agreements relating to the Real Property Assets, including all modifications, amendments, supplements, waivers, side letters thereto, title abstracts, title opinion letters and the like (collectively, the “Real Property Agreements”). All Real Property Agreements (i) are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other similar laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby, except where the failure of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any such Real Property as Agreement to which Purchaser objects (be valid and enforceable or to grant the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall rights purported to be granted thereby would not include or refer reasonably be expected to any Permitted Encumbrances. If have a Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed Material Adverse Effect with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a))Assets. (c) If pursuant to Section 2.4(a)No event of default by EQT Gathering, Section 2.4(b) EQT Gathering Holdings or Section 2.5(c), Seller leases to Purchaser AVC presently exists under any material Real Property Agreement. Neither EQT Gathering, EQT Gathering Holdings nor AVC has received notice of default under any material Real Property Agreement and to the Knowledge of EQT Gathering and EQT Gathering Holdings, no event of default exists under any material Real Property Agreement. Each of EQT Gathering, EQT Gathering Holdings and AVC has fulfilled and performed all its material obligations with respect to all material Real Property Agreements. No event has occurred that allows, or after notice or lapse of time would allow revocation or termination of any material Real Property Agreement or would result in any impairment of any material rights of a holder under any Easements, AVC Pipeline Easements, rights of way, memorandum of easements, permits, servitudes, licenses or leasehold estates, including, without limitation, leases, subleases and occupancy agreements, any instruments creating an interest in real property, and similar rights related to the Real Property used in connection with the Business. (d) To the Knowledge of EQT Gathering and EQT Gathering Holdings, there is subject no action pending or threatened for eminent domain or for condemnation of any material Real Property Asset, by any Governmental Authority or other Person. (e) EQT Gathering and EQT Gathering Holdings have no Knowledge, and neither EQT Gathering nor EQT Gathering Holdings has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of any material Real Property Asset is in violation of any of the recorded covenants, conditions, restrictions, reservations, Easements, AVC Pipeline Easements or agreements applicable to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property Asset. (f) Neither EQT Gathering nor EQT Gathering Holdings has received any written notice of, nor to Purchaserthe Knowledge of EQT Gathering or EQT Gathering Holdings, on has a triple net basisrequest or demand been otherwise made for, EQT Gathering or AVC to undertake renovations, repairs or construction work at existing market rents for a term any portion of three (3) years commencing the material Real Property Assets that constitute Operational Assets and to the Knowledge of EQT Gathering and EQT Gathering Holdings, there is currently no need to undertake renovations, repairs or construction work at any portion of the Closing pursuant material Real Property Assets that constitute Operational Assets. EQT Gathering and AVC, as applicable, have all rights necessary to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for effectuate any such Real Property under any such leaserepairs, then such "existing market rent" shall replacements, alterations or maintenance that may be determined by an appraisal to be conducted by an appraiser selected in currently necessary for the manner set forth in Section 2.8 belowoperation and use of the pipelines, with the cost of such appraisal to be shared equally by Purchaser equipment and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease compressors located on the Real Property in question on the terms set forth above for use as a bank branch. If any Assets owned by them. (g) The Real Property Assets include (i) all real property that is leased to Purchaser pursuant to this provision, necessary for the Purchase Price shall be reduced by the amount operation of the Property Price attributable to such Real PropertyOperational Assets in substantially the same manner as currently being conducted and (ii) the real property upon which the compressors are located (in each case as generally depicted on Exhibit ▇-▇, but if Seller cures ▇▇▇▇▇▇▇ ▇-▇ or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to PurchaserExhibit C-1).

Title to Real Property. Prior to the Effective Date, Buyer has secured from Title Guaranty of Hawaii, LLC (athe “Title Company”) Purchaser agrees commitments (collectively, the “Title Commitment”) to notify issue to Buyer at Closing ALTA Owner’s Policies of Title Insurance insuring title to portions of the Real Property, in form and content and including endorsements satisfactory to Buyer (collectively, the “Title Policy”). Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof of any mortgagesshall provide customary affidavits regarding unrecorded leases, pledges, construction liens, encumbrances, reservations, encroachments, overlaps or subdivisions and covenant violations and other title defects related customary matters that are required by the Title Company to any Real Property as issue the Title Commitment and Title Policy and to which Purchaser objects omit standard exceptions relating to real estate taxes (the "TITLE DEFECTS"excluding rollback taxes), provided unrecorded mechanics liens and “gap” liability, but Seller shall not otherwise be required to issue any indemnities, assurances, warranties or guaranties to induce issuance of the Title Policy. For all portions of the A&B Land that the Title Defects and Company commits to insure under the Title Defect Notice Commitment, ABLR and ABPHR shall not include or refer convey to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if Buyer fee simple title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially limited warranty deeds in the form attached hereto as Exhibit 2.4(cF (the “Deed”). The parties agree that, if they cannot agree upon subject only to the "existing market rent" to be payable for any such Real Property under any such leasePermitted Exceptions, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 as further defined below, with and the cost Leases and any and all recorded easements, covenants, agreements and other documents provided for in this Agreement. At the Closing, ABLR and ABPHR shall convey to Buyer all of such appraisal to be shared equally their right, title and interest in all other portions of the A&B Land by Purchaser quitclaim deeds, and Seller. The "existing market rent" applicable Seller shall cause any affiliated entities holding title to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to convey to Buyer all of their right, title and interest in all other portions of the Property by quitclaim deeds, bills of sale or assignments, as applicable. Land shall be described in the Deeds or quitclaim deeds by the best property descriptions available without having to survey the land or otherwise incur material expense, which may include describing some such properties in the quitclaim deeds by their Tax Map Key Numbers. After Closing Seller shall upon request provide Buyer any and all records and documents of any kind or nature in Seller’s possession or control to assist Buyer in obtaining clear title to the Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. (a) Purchaser agrees At the Closing, Lessor shall convey to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after Lessee marketable and insurable fee simple title to the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option by execution and in its sole discretion, elect to take one delivery of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect a Statutory Warranty Deed to the Real Property subject in a form reasonably acceptable to such Lessee (the "Deed"). Evidence of delivery of marketable and insurable fee simple title shall be the issuance by the Title Defect without any reduction Company of an ALTA extended coverage Owner's Policy of Title Insurance (Form B, Rev. 10/17170) with liability in the applicable Property Price; amount of the Purchase Price or any lesser sum as may be approved by Lessee, in Lessee's sole discretion (2the "Title Policy") accept a reduction in the Property Price applicable insuring fee simple title to the Real Property in Lessee, subject only to such (i) easements, reservations, restrictions and other matters referred to as special exceptions in the Owner's Policy of Title Defect equal to any applicable Defect Reduction Amount to reflect Insurance approved by Lessee in writing; (ii) other exceptions created or suffered by Lessor following the greater of Effective Date that have been approved by Lessee in writing; (iii) utility and other easements granted by Lessor following the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with Effective Date required for the use of the applicable Real Property operated as a regional events center facility; and (iv) any liens, encumbrances or defects created or incurred by Lessee after the Effective Date (all of which are referred to in this Agreement as 'Permitted Exceptions"). The Title Policy shall include the manner in which it is currently operatedfollowing endorsements: (a) survey endorsement (WLTA form 116.1); (b) access to public right of way (WLTA form 103.7); (c) contiguity (CLTA form 116.4); (d) environmental liens (ALTA form 8.1); and (e) legal lot endorsement as to Property constituting validly subdivided legal lots. The indemnification of the title Company by Lessor, then Purchaser or the Contractor to induce the Title Company to insure over any otherwise unpermitted exceptions to title shall not be obligated allowed except with the prior written consent of Lessee in its sole discretion after full disclosure to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date Lessee of the applicable title commitment nature and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date substance of the applicable title commitment, then Purchaser shall have unpermitted exception and the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt nature of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c)indemnity. The parties agree that, if they cannot agree upon Title Policy shall provide full coverage against construction liens arising out of the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in construction of the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question Public Facilities District Improvements on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. (a) Purchaser agrees Following the Signing Date, Sellers shall use commercially reasonable efforts to, as promptly as practicable, (i) to notify Seller the extent in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof possession or control of any mortgagesSellers, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that provide the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one Company copies of the following actions most recent existing title policies (if any) with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to any Sellers as the Closing, in which event the Closing shall proceed insured with respect to the Real Property subject to or any portion thereof, order the commitments for such Title Defect without any reduction Policies and cause the Title Company to perform a real property title search with regard to the Owned Real Properties and the Leased Real Properties, and to deliver to Buyers and to Sellers a commitment to issue a Title Policy (each, a “Commitment,” and together, the “Commitments”) to be issued by the Title Company with regard to the fee interests in the applicable Property Price; (2) accept a reduction Owned Real Properties and the leasehold interests in the Property Price applicable Leased Real Properties and (ii) to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect extent in the greater possession or control of Sellers, provide the Surveyor copies of the diminution in value most recent existing surveys (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject or any portion thereof, order the surveys and cause the Surveyor to such Title Defect in accordance with complete and deliver to Buyers current as-built, ALTA/ACSM surveys for the provisions of Section 2.4(cOwned Real Properties and the Leased Real Properties (collectively, the “Surveys”). Buyers shall have the right to determine the insured value under each Commitment for each Owned Real Property and Leased Real Property; provided, however, that if Seller chooses to rely upon clause (3) and any the aggregate amount of all such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser values shall not be obligated exceed an amount equal to lease the Real Property subject to such Title Defect Base Price, minus the Assigned Drop Value of any Rejected Properties. The cost of obtaining the Commitments and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect Surveys shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less borne in accordance with Section 9.4(b). Buyers may, no later than thirty (30) days prior after receipt of a Commitment and Survey for a Station Property (the “Title Objection Date”), deliver written notice to the anticipated Closing Date to determine whether Sellers of any title changes may have arisen between the effective date matter set forth in such Commitment (excluding any Liens or matters created by Buyers’ examination or inspection of the applicable title commitment Assets including any entry upon any Real Property in connection therewith) or Survey that is unacceptable to Buyers (such matters being collectively referred to herein as “Defects,” and such update (an "UPDATED TITLE REPORT"each a “Defect”). If Buyers do not deliver such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of written notice to Sellers on or before the applicable title commitmentTitle Objection Date, then Purchaser Buyers shall be deemed to have the waived any right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Reportobject to any title matter, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is or any other matter set forth in Section 2.4(a) the applicable Commitment or Survey, shall accept title with respect to Title Defect Notices received by Seller within sixty (60) days after such Owned Real Property or the date hereof (by electing Leased Real Property, and shall proceed to cure the Title Defect in question, accept a Closing without any reduction in the applicable Property Purchase Price with respect to same. Notwithstanding anything to the contrary herein, the following shall be deemed Defects whether or lease the Real Property not included in questiona notice of Defect and whether or not any notice of Defect is delivered by Buyers: (i) any liens and encumbrances securing payment of money, (ii) any lis pendens or judgment Liens, and (iii) all as more particularly matters (including Liens and requirements set forth in the Commitments) related to violations of Law or Permits and (iv) any Lien created or placed on any of the Assets in violation of Section 2.4(a5.2(j) (collectively, the items described in clauses (i) through (iv), the “Non-Permitted Encumbrances”). (cb) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to PurchaserIf, on or before the applicable Title Objection Date, Buyers deliver written notice to Sellers of a triple net basisDefect, at existing market rents for a term Sellers shall, within fifteen (15) days after receiving such notice, notify Buyers in writing whether Sellers will or will not attempt to cure such Defect. Failure by Sellers to deliver such notice shall be deemed Sellers’ election not to cure such Defect; provided, however, that the preceding sentence shall not apply to Non-Permitted Encumbrances, which Sellers shall attempt to cure if Buyers deliver written notice of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal Non-Permitted Encumbrances to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branchSellers. If any Real Property is leased Sellers elect (or are deemed to Purchaser pursuant have elected) not to this provisionattempt to cure a Defect, then, the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price attributable reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or, if the amount to cure such Defect, as determined in accordance with the foregoing, exceeds 15.0% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such leaseBuyers’ option, then Purchaser shall promptly thereafter purchase such Real Property according shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable provisions hereof Station Property on Schedule 2.7 and pay Seller the Property Price for such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Excluding the matters described in the last sentence of Section 5.6(a), any title matters that are not objected to by Buyers on or before the applicable Title Objection Date, or are objected to and cured (without interest thereon and less any lease payments made or not cured but are waived by Purchaser Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Seller with respect Section 5.6(b) to such Real Property) attempt to cure a Defect, but at the time of transfer the Closing such Defect has not been cured or insured over at Sellers’ cost to Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or (ii) the applicable Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. (d) If at any time after the later of the date that Buyers deliver notice of a Defect or the applicable Title Objection Date (i) a Commitment or Survey is amended or (ii) the Title Company or the surveyor otherwise discloses to Buyers or Sellers a new matter or materially and adversely amends any matter previously approved or deemed approved by Buyers or (iii) the Title Company materially and adversely amends the terms under which the Title Company is willing to issue its policy of title thereto insurance, then Buyers shall have ten (10) Business Days from its receipt of notice of such amendment or disclosure, together with legible copies of all documents mentioned in such amendment or disclosure, to Purchaserdeliver a notice of Defect to Sellers with respect to the applicable Real Property or Leased Real Property. (e) Sellers shall use commercially reasonable efforts to, as promptly as practicable prior to the Closing Date, request and obtain waivers of any ROFRs held by any third party pursuant to a Material Contract that contains a ROFR as set forth in Schedule 3.19. If a third party exercises a ROFR, or a waiver of such ROFR is not obtained prior to Closing, in respect of any Real Property, including the Real Property Leases more particularly described in Schedule 1.1(vi), such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7, and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Sellers shall provide Buyers with written notice of any such exercise of a ROFR promptly following receipt thereof.

Title to Real Property. (a) Purchaser agrees The Realty comprises all real property currently owned or leased by Seller and used in, or in connection with, the operation of the Business. Except with respect to the Leased Realty, Seller has good and marketable fee simple title to all of the Realty, free and clear of all material liens, mortgages, pledges and Exhibit 2.4 (continued) encumbrances whatsoever other than the following permitted encumbrances (collectively, the "Permitted Encumbrances"): (i) real estate taxes not yet due and payable; and (ii) easements, rights of way, mineral rights or other similar reservations and restrictions that are set forth in the deeds to such real property and that in the aggregate do not materially and adversely affect or interfere with the use of such property in the Business. (b) With respect to the Leased Realty: (i) the Existing Lease is in full force and effect; (ii) Seller has the right to sublease the Leased Realty on the terms set forth in the Sublease Agreement; and (iii) neither Seller nor, to the best of Seller's knowledge, the landlord thereunder is in default under the terms of the Existing Lease, nor has an event occurred that, but for the giving of notice or the passage of time, would constitute such a default by Seller or, to the best of Seller's knowledge, such landlord. (c) On or before January 22, 1996 (the "Inspection Date"), Buyer shall deliver to Seller a statement of any objections to Seller's title, excluding the Permitted Encumbrances, and shall notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after of the date hereof nature of any mortgagessuch objections. If objections to title are made as provided above, pledgesSeller shall use reasonable efforts to cure the objections prior to the Closing Date, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice but shall not include or refer be required to any Permitted Encumbrancesexpend in excess of $10,000. If Seller shall timely receive any Title Defect Notice with respect fails to any Real Propertycure the objections within such period, then Seller shallBuyer may, at its option and in its sole discretionby delivery of written notice to Seller, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or terminate this Agreement; (ii) elect to not acquire such Real Property and not pay consummate the Property Price applicable to such Real Property. For purposes purchase of this Section 2.4, a Title Defect the Business in the same manner as if there had been no title objections (in which event Buyer shall be deemed to have been "cured" waived such objections); or "eliminated" if (iii) cure the title insurance coverage or a bond reasonably acceptable objections at Seller's reasonable expense, not to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Reportexceed $25,000, and thereafter Seller treat that expense as a credit against the Purchase Price. On or before the Inspection Date, Buyer shall have the right cause to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in questionbe prepared, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may beat its expense, a "DEFECT")survey of each parcel of Realty certified by a registered land surveyor, then Seller shall lease such Real Property to Purchasershowing the boundaries and the acreage of each parcel of Realty, on a triple net basisand the location of all easements, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree thatbuildings, improvements and encroachments, if they cannot agree upon the "existing market rent" any, located thereon. Buyer's objections to title may be payable for any based solely on such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchasersurveys.

Title to Real Property. (a) Purchaser Seller agrees to deliver to Purchaser upon Purchaser's request, copies of all title information in possession of Seller, including but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. (b) Purchaser shall have the right to obtain, at Purchaser's sole cost and expense a title insurance commitment from a title insurance company selected by Purchaser and an owner's policy of title insurance insuring Purchaser's title to the Real Property and related easements and rights appurtenant thereto. (c) Purchaser shall notify Seller Seller, in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof writing, of any mortgages, pledges, liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title defects exceptions, survey objections, or zoning or similar land use violations or engineering or structural problems related to any the Real Property as to which Purchaser reasonably objects (the "TITLE DEFECTSTitle Defects"), provided . Purchaser agrees that the Title Defects and the Title Defect Notice shall not include real property taxes not yet due and payable, legal highways, zoning ordinances or refer to any easements, restrictions, tenancies, survey matters or other title matters, and rights of way which do not interfere with the use of the Real Property as such facility is currently utilized ("Permitted Encumbrances"). Within 30 days after Seller's receipt of such notice of Title Defects from Purchaser, Seller shall cure or correct any such Title Defect to Purchaser's reasonable satisfaction. If Seller shall timely receive is unable or unwilling to cure any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: Defects to Purchaser's reasonable satisfaction during such 30-day period, Purchaser shall have the option either to terminate this Agreement (1upon written notice to Seller) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property receive title subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable upon written notice to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)Seller). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. (a) Seller has delivered, or will be delivering, to Purchaser agrees a copy of its existing title insurance policy pertaining to the Real Property. Purchaser will request a title commitment pertaining to the Real Property (the “Commitment”) from Chicago Title Insurance Company, in its capacity as title company (the “Title Company”) together with copies of all documents relating to the title exceptions referred to in such Commitment, copies of which shall be provided to Seller. (b) Seller shall deliver to Purchaser copies of any existing surveys of the Real Property in Seller’s possession and control (the “Existing Survey”). Purchaser shall obtain updates or revisions to the Existing Survey or commission a new survey of the Real Property (collectively, the “Surveys”) after the Effective Date, which Surveys shall include an accurate legal description of the Land, and copies of which shall be provided to Seller and the Title Company. The Surveys shall be at Purchaser’s sole cost and expense. Promptly after Purchaser's receipt of the Surveys and delivery thereof to Purchaser, Seller and Purchaser shall mutually approve the legal description of the Land, which approval shall not be unreasonably withheld, and Schedule 1(a)(i) attached hereto shall be automatically amended to include same. (c) On or before 5:00 p.m. (Eastern Time) on the last day of the Title Due Diligence Period (as defined below) (the “Objection Date”), Purchaser shall notify Seller in writing (a "TITLE DEFECT NOTICE"the “Title Objection Notice”) no later than of any title exceptions identified on the Commitment or items on the Surveys which Purchaser disapproves, except for Liquidated Defects (as hereinafter defined) to which Purchaser shall be deemed to have objected without the necessity of such notice. “Title Due Diligence Period” shall mean the period commencing on the Effective Date and ending sixty (60) days after following the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, Effective Date at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.5:00 p.m.

Title to Real Property. The term "Owned Properties" as used herein means (ax) Purchaser agrees to notify Seller all real property and interests in writing real property owned in fee by any of KFBC, the Companies, or the Subsidiary as set forth on Schedule 4(g)-1 and (a "TITLE DEFECT NOTICE"y) no later than sixty (60) days after the date hereof of any mortgagesNorth Tulare facility, pledgesowned by Kraft and located in Tulare, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects California (the "TITLE DEFECTSTulare Facility") and the portion of the Anaheim facility (the "Anaheim Facility") located in Anaheim, California constituting the leased premises under the Lease Agreement (each of the properties described in clauses (x) and (y) is referred to individually as an "Owned Property"). Sellers shall use all commercially reasonable efforts to obtain and deliver to Buyer, provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; current surveys (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defectwhich shall be divided equally) of all properties listed on Schedule 4(g)-2 (the "Surveyed Properties"), if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses (a) Seller's delivery of said surveys prior to rely upon clause (3) and any such Title Defect interferes in any material respect with the use closing of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser transaction contemplated hereby shall not be obligated considered a condition to lease Buyer's obligation to purchase the Real Property subject Shares and the Other Assets and to such Title Defect assume the Assumed Liabilities, and Purchaser shall have the option (b) Seller's failure to elect either deliver said surveys (i) to cause Seller to elect clause (1) with respect to such Real Property or shall not be considered a default under this Agreement and (ii) shall not delay the Closing. Sellers shall obtain, prior to not acquire such Real Property and not pay the Property Price applicable to such Real Closing, title commitments from Chicago Title Insurance Corporation for each Owned Property. For purposes Provided Sellers shall not be required to expend any monies, post any bonds or act as a surety to the title insurance company, Sellers shall, at or prior to the Closing, deliver or cause to be delivered such commercially reasonable affidavits, certificates, information and instruments of this Section 2.4, a Title Defect indemnification as shall be deemed reasonably required to have been "cured" or "eliminated" if induce the title insurance coverage company to issue owners' title insurance policies covering the Owned Properties (i) free of any exceptions for (x) rights of parties in possession other than the insured and (y) mechanics' and materialmen's liens and (ii) together with endorsements regarding extended coverage, zoning, non-imputation access and/or location. Sellers have made available to Buyer complete copies of all title insurance commitments, title insurance policies and surveys in their, the Companies' and the Subsidiary's possession relating to the Properties. Schedule 4(g)-3 sets forth a list of real properties leased by a Company or a bond reasonably acceptable the Subsidiary pursuant to Purchaser shall have been obtained against such Title Defect. leases under which the applicable Company or the Subsidiary (a) has an annual base rental obligation in excess of $50,000 or (b) Purchaser shall have has an aggregate base rental liability for the right to obtain an updated title search or survey not less than thirty remaining term (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.exclusive

Title to Real Property. (a) Purchaser agrees Following the Signing Date, Sellers shall use commercially reasonable efforts to, as promptly as practicable, (i) to notify Seller the extent in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof possession or control of any mortgagesSellers, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that provide the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one Company copies of the following actions most recent existing title policies (if any) with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to any Sellers as the Closing, in which event the Closing shall proceed insured with respect to the Real Property subject to or any portion thereof, order the commitments for such Title Defect without any reduction Policies and cause the Title Company to perform a real property title search with regard to the Owned Real Properties and the Leased Real Properties, and to deliver to Buyers and to Sellers a commitment to issue a Title Policy (each, a “Commitment,” and together, the “Commitments”) to be issued by the Title Company with regard to the fee interests in the applicable Property Price; (2) accept a reduction Owned Real Properties and the leasehold interests in the Property Price applicable Leased Real Properties and (ii) to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect extent in the greater possession or control of Sellers, provide the Surveyor copies of the diminution in value most recent existing surveys (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject or any portion thereof, order the surveys and cause the Surveyor to such Title Defect in accordance with complete and deliver to Buyers current as-built, ALTA/ACSM surveys for the provisions of Section 2.4(cOwned Real Properties and the Leased Real Properties (collectively, the “Surveys”). Buyers shall have the right to determine the insured value under each Commitment for each Owned Real Property and Leased Real Property; provided, however, that if Seller chooses to rely upon clause (3) and any the aggregate amount of all such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser values shall not be obligated exceed an amount equal to lease the Real Property subject to such Title Defect Base Price, minus the Assigned Drop Value of any Rejected Properties. The cost of obtaining the Commitments and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect Surveys shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less borne in accordance with Section 9.4(b). Buyers may, no later than thirty (30) days prior after receipt of a Commitment and Survey for a Station Property (the “Title Objection Date”), deliver written notice to the anticipated Closing Date to determine whether Sellers of any title changes may have arisen between the effective date matter set forth in such Commitment (excluding any Liens or matters created by Buyers’ examination or inspection of the applicable title commitment Assets including any entry upon any Real Property in connection therewith) or Survey that is unacceptable to Buyers (such matters being collectively referred to herein as “Defects,” and such update (an "UPDATED TITLE REPORT"each a “Defect”). If Buyers do not deliver such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of written notice to Sellers on or before the applicable title commitmentTitle Objection Date, then Purchaser Buyers shall be deemed to have the waived any right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Reportobject to any title matter, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is or any other matter set forth in Section 2.4(a) the applicable Commitment or Survey, shall accept title with respect to Title Defect Notices received by Seller within sixty (60) days after such Owned Real Property or the date hereof (by electing Leased Real Property, and shall proceed to cure the Title Defect in question, accept a Closing without any reduction in the applicable Property Purchase Price with respect to same. Notwithstanding anything to the contrary herein, the following shall be deemed Defects whether or lease the Real Property not included in questiona notice of Defect and whether or not any notice of Defect is delivered by Buyers: (i) any liens and encumbrances securing payment of money, (ii) any lis pendens or judgment Liens, and (iii) all as more particularly matters (including Liens and requirements set forth in the Commitments) related to violations of Law or Permits and (iv) any Lien created or placed on any of the Assets in violation of Section 2.4(a5.2(j) (collectively, the items described in clauses (i) through (iv), the “Non-Permitted Encumbrances”). (cb) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to PurchaserIf, on or before the applicable Title Objection Date, Buyers deliver written notice to Sellers of a triple net basisDefect, at existing market rents for a term Sellers shall, within fifteen (15) days after receiving such notice, notify Buyers in writing whether Sellers will or will not attempt to cure such Defect. Failure by Sellers to deliver such notice shall be deemed Sellers’ election not to cure such Defect; provided, however, that the preceding sentence shall not apply to Non-Permitted Encumbrances, which Sellers shall attempt to cure if Buyers deliver written notice of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal Non-Permitted Encumbrances to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branchSellers. If any Real Property is leased Sellers elect (or are deemed to Purchaser pursuant have elected) not to this provisionattempt to cure a Defect, then, the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price attributable reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or, if the amount to cure such Defect, as determined in accordance with the foregoing, exceeds 15.0% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such Real Property, at Buyers’ option, such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Excluding the matters described in the last sentence of Section 5.6(a), any title matters that are not objected to by Buyers on or before the applicable Title Objection Date, or are objected to and cured (or not cured but if Seller cures are waived by Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Section 5.6(b) to attempt to cure a Defect other than any Enumerated Closing Defect, but at the time of the Closing such Defect has not been cured or eliminates insured over at Sellers’ cost to Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect related thereto or to Purchaser's reasonable satisfaction account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect (including for purposes of Article VIII) or (ii) the applicable Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. (i) Notwithstanding the previous sentence, for each Defect affecting each Real Property set forth on Appendix A hereto (each such Defect, an “Enumerated Closing Defect and each such Real Property, an “Affected Property”), at any time during and from time to time after Closing, (A) Sellers may (but shall have no obligation to) attempt to cure such Enumerated Closing Defect, and Sellers shall promptly pay for all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, settlement payments, payments to third parties and/or title insurance premiums (including the term cost of any applicable endorsement) incurred by Sellers in connection therewith (“Seller Cure Costs”), provided that prior to commencing any cure effort Seller shall obtain the consent of Buyers for such cure plan, which consent shall not be unreasonably withheld or delayed (it being understood that if Seller provides prior written notice of such leasecure plan to Buyer and Buyer fails to object thereto within fifteen (15) Business Days, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller Buyer’s consent with respect to such cure plan shall be deemed to have been granted) at any time Buyers may elect to require Sellers to cease such cure efforts and Buyers may, without prejudice to any right or remedy with respect to such Enumerated Closing Defects, elect to attempt to cure such Enumerated Closing Defects, and (B) Buyers may (but shall have no obligation to) attempt to cure such Enumerated Closing Defect, and Sellers shall promptly pay and reimburse Buyers for all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, settlement payments, payments to third parties and/or title insurance premiums (including the cost of any applicable endorsement) incurred by Buyers in connection therewith (“Buyer Cure Costs”). Prior to commencing an effort to cure an Enumerated Closing Defect, the Party electing to cure the Defect shall consult with the other Party and consider such input as the other Party may provide and shall regularly update the other party with respect to the curing Party’s cure efforts with respect to the Enumerated Closing Defect, and the curing Party shall give the other party reasonable advance notice of any proposed settlement payments in advance of contracting for and paying such payments. Buyers shall ▇▇▇▇▇ ▇▇▇▇▇▇▇ access to the applicable Affected Property in accordance with the Access Agreement to the extent necessary to cure an Enumerated Closing Defect that would require Sellers to have physical access to the applicable Affected Property in order to effect the cure, and (C) Sellers jointly and severally shall indemnify Buyers for all Losses to them as consequence of any Enumerated Closing Defects, subject to limitations specified below in this Section 5.6(c). (ii) For each defect affecting each Real Property set forth on Appendix B hereto (each such Defect, a “Title Requirement Defect” and together with an “Enumerated Closing Defect, a “Closing Defect”), at any time and from time to time after Closing, Sellers will use reasonable efforts to cure such Title Requirement Defects, and Sellers shall promptly pay for all Seller Cure Costs incurred therewith, provided that Sellers shall regularly consult with and apprise Buyer of their efforts to cure such Title Requirement Defects. (iii) In addition to (A) through (C) of Subsection 5.6(c)(i), inclusive, (A) if the cost to cure all remaining Enumerated Closing Defects at an Affected Property, as mutually agreed by Seller and Buyer, acting reasonably, or (B) if the Losses reasonably estimated by Buyer with respect to all Enumerated Closing Defects at such Affected Property (the “Estimated Losses”), in the case of either (A) or (B), exceed in the aggregate 15.0% of the value specified in Column F of Appendix A (and in the instance of each of (A) and (B) inclusive of, as to the applicable Affected Site, any Losses or Seller Cure Costs paid and Buyer Cure Costs reimbursed), then either the Sellers or Buyers may provide written notice (the “Put Notice”) of an election to require Buyers to convey and Sellers to accept title to the applicable Affected Property (each Affected Property subject to such a notice, a “Put Affected Property”), in accordance with the notice requirements of Section 11.6 of the Agreement. Upon receipt of a Put Notice, within ten (10) Business Days of receipt, the recipient may send a written notice (the “Put Challenge Notice”) challenging the eligibility of the applicable Put Affected Property for a Put Notice because Estimated Losses under clause (B) do not exceed 15.0% of the value specified in Appendix A for a Put Affected Property. Failure to timely deliver a Put Challenge Notice shall mean the Put Notice provided is deemed accepted and a closing for the Put Affected Property shall proceed as provided below. With respect to a timely Put Challenge Notice, if the Parties cannot thereafter agree whether the Estimated Losses under clause (B) with respect to the Affected Property exceeds 15.0% of the value specified in Appendix A within ten (10) Business Days of the receiving Party’s receipt of the Put Challenge Notice, the Estimated Losses under clause (B) will be reserved for a determination by the Accounting Referee whose decision on Estimated Losses shall be final and binding and shall be rendered with thirty (30) days of the Buyers and Sellers making their respective submissions to the Accounting Referee, such submissions to be provided to the Accounting Referee within twenty (20) days of being retained to render a decision on the matter. Notwithstanding the Accounting Referee determining that Estimated Losses do not exceed 15.0% of the value specified in Appendix A for a Put Affected Property, such property remains eligible for a Put Notice at such future time as any of condition (A) or (B) is satisfied. For the avoidance of doubt, neither Buyers nor Sellers may send a Put Challenge Notice with respect to Estimated Losses under clause (A). (iv) Sellers shall acquire each such Put Affected Property from Buyers at a purchase price equal to the value assigned to the applicable Put Affected Property in Column F of Appendix A less any amounts previously paid to Buyers under the provisions of this Section 5.6 with respect to an Enumerated Defect for such Put Affected Property, plus the amount of any applicable Buyer Cure Costs or Losses not previously reimbursed or paid to Buyers by Sellers but due and outstanding to Buyers plus the amount expended by the Buyers for any remodel, development, construction or alteration for the improvements at the Put Affected Property (such sum, the “Repurchase Price”). All such amounts shall be paid in immediately available funds pursuant to wire instructions provided by Buyers to Sellers in writing. The applicable Buyer shall transfer title to the Put Affected Property to the designated Seller, or its designee, upon receipt of the Repurchase Price, subject to the Enumerated Closing Defects and any Permitted Real Property Encumbrances and any other matters affecting title to such Put Affected Property at the time of Closing (an “Existing Encumbrance”), but excluding any Liens that are not an Enumerated Defect or an Existing Encumbrance, and Buyers shall make no representations or warranties or provide any indemnification with respect thereto. Any such purchase shall be made pursuant to a special warranty deed in form and substance substantially similar to the deed by which the applicable Buyer acquired such Put Affected Property (with only such changes as are required by applicable Laws or permitted by such Seller and Buyer), and other transfer documents in form and substance reasonably acceptable to each of the applicable Seller and Buyer. Any and all transfer taxes, escrow fees, and recording fees in each case, in connection with the transactions contemplated by this Section 5.6(c) with respect to a Put Affected Property shall be borne solely by the Seller (and shall not count towards the satisfaction of, nor reduce, the Closing Defect Indemnification Cap (as defined below)). Title insurance premiums shall be the sole responsibility of the Seller (and shall not count towards satisfaction of, nor reduce, the Closing Defect Indemnification Cap), and Buyer and Seller shall each be responsible for their attorney fees incurred in connection with closing for the Put Affected Property (with the Seller’s attorney fees not counting towards satisfaction of, nor reducing, the Closing Defect Indemnification Cap). (v) Notwithstanding the foregoing in Subsection 5.6(c)(i) through (iv), inclusive, or any other provision contained in Section 5.6(c), (A) the maximum amount of any reasonable, out of pocket incurred and paid Seller Cure Costs up to $2,000,000 plus any reasonable, out of pocket Seller Cure Costs where such Seller Cure Costs are incurred and paid after receiving consent from Buyers with respect to such Seller Cure Costs (collectively, the “Counted Seller Cure Costs”), (B) reimbursed Buyer Cure Costs and (C) Losses indemnified and paid to Buyer under Section 5.6(c) of this Agreement, on account of a Closing Defect, including such amounts that count towards Estimated Losses, is limited to an aggregate amount of Seventy-Seven Million Nine Hundred Seventy Thousand Five Hundred and Seventy-Two and 65/100 Dollars ($77,970,572.65) (the “Closing Defect Indemnification Cap”). Accordingly, the Closing Defect Indemnification Cap shall be reduced dollar for dollar for each of the following: (i) Counted Seller Cure Costs, (ii) Seller reimbursed Buyer Cure Costs, (iii) amounts paid by Seller to indemnify Buyer for Losses stemming from a Closing Defect, and (iv) any amounts any of the Sellers pay to a title thereto insurance company on account of a claim under a Buyer title insurance policy with respect to Purchaser.an Enumerated Closing Defect. Additionally, as Seller and/or Buyer cure all Title Requirement Defects with respect to any applicable Station Property, the Closing Defect Indemnification Cap, automatically, without any action of the Seller or Buyer, shall be reduced by the amount of the Indemnification Value with respect to such Station Property specified in Column F on Appendix B

Title to Real Property. (a) Purchaser agrees Prior to notify Seller in writing the date of this Agreement, Home Savings has provided to IBC, for the real property fee interest associated with the Castle Hills Branch, a commitment issued by the Title Company to issue the Title Policy (a "TITLE DEFECT NOTICETitle Commitment"), showing fee title vested in Home Savings free and clear of all liens or other title exceptions, except for (i) taxes not then delinquent, (ii) laws, ordinances and governmental regulations regulating the use, or occupancy of the Branch, the character, dimensions or locations of the improvements; provided that none of the same are materially violated by the continued use of any portion of the Branch for the purpose for which it has been customarily used by Home Savings, (iii) printed standard general exceptions listed in Schedule B, Part I of the Title Commitment, (iv) matters created by Home Savings after the date of this Agreement with the written consent of IBC, (v) matters discovered by an inspection or survey that do not make title unmarketable, or (vi) matters listed on SCHEDULE 5.7(A) to this Agreement (all of the matters described in clauses (i) through (vii) above are collectively referred to herein as "Permitted Exceptions"). (b) IBC has approved the condition of title to the real property fee interests associated with the Castle Hills Branch as of the date of this Agreement as shown on the Title Commitment. Should any title exceptions other than any of the Permitted Exceptions arise or be reported by the Title Company after the date hereof and prior to the Closing Date with respect to the Castle Hills Branch, Home Savings shall have until the Closing Date to take such actions as are necessary to cause the Title Company to issue the Title Policy without such exceptions. IBC agrees to take all action reasonably necessary to assist in the removal or other disposition of such unpermitted exceptions and to cooperate with Home Savings in negotiating reasonable accommodations with the holders of any unpermitted exceptions, provided, that nothing herein shall require IBC to (i) pay any monies for such removal or disposition of unpermitted exceptions or to such holders of unpermitted exceptions or (ii) comply with any commercially unreasonable conditions in connection with such removal or disposition of unpermitted exceptions. If Home Savings fails to remedy any unpermitted exception objected to by IBC in accordance with the terms hereof, IBC may, at its option: (i) waive any such disapproval, in which case Home Savings shall have no later than further liability to IBC with respect to such unpermitted exception, and such unpermitted exception shall constitute a Permitted Exception to the Title Policy, or (ii) terminate this Agreement by notice to Home Savings, provided if IBC does not waive such exceptions pursuant to Section 5.7(b)(i) prior to sixty (60) days after the date hereof of any mortgagesbefore that scheduled Closing Date, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser Home Savings shall have the right to obtain an updated title search or survey not less than thirty (30) days prior terminate this Agreement by notice to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a))IBC. (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. Buyer shall have received, at Buyer's ---------------------- sole cost and expense, from a title insurance company licensed to do business in Louisiana, a written commitment to issue a title insurance policy (a) Purchaser agrees the "Title Policy"), naming Buyer as the insured and insuring that as of the Closing Date Buyer is vested with fee title to the Real Property, subject only to non-delinquent real property taxes and assessment, the Permitted Liens and standard preprinted exceptions. Consistent with the foregoing, Buyer shall notify Seller in writing within fifteen (a "TITLE DEFECT NOTICE") no later than sixty (6015) days after of the date hereof of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other material objections to title defects related which are not otherwise permitted pursuant to the terms of this Agreement. Buyer shall be deemed to have waived its right to object to any such title matters and the contingencies to Closing set forth in this Section 7.6 shall be deemed satisfied if Buyer shall fail to timely notify Seller as aforesaid. In the event that at Closing Seller's title to the Real Property shall be subject to exceptions other than those permitted by this Agreement and as to which Purchaser objects (Buyer shall have timely notified Seller pursuant to the "TITLE DEFECTS")preceding sentence, provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Propertyhave the option, then Seller shall, at its option and in its sole discretion, elect to either (x) take one of the following actions no action with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closingexceptions, in which event Buyer shall have the Closing right to either terminate this Agreement in accordance with Section 8.1 hereof or to close this transaction without any abatement or other reduction in the Purchase Price, (y) take such action as Seller shall proceed with respect deem to be reasonably necessary to transfer title to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable only to the Real Property subject exceptions provided for in this Agreement, in which event Seller shall be entitled to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater a reasonable adjournment of the diminution in value (if any) resulting from such Title Defect or the cost date of curing such Title DefectClosing, if applicable, as determined pursuant not to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than exceed thirty (30) days prior days, to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and eliminate such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Propertyexceptions, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term shall be unsuccessful in eliminating such exceptions as of such leaseadjourned date and if Buyer is not willing to close, then Purchaser this Agreement shall promptly thereafter purchase automatically be terminated, or (z) ▇▇▇▇▇ the Purchase Price in the amount reasonably required by the title company to eliminate the exceptions not provided for in this Agreement. No action taken by Seller to cure or remove any purported title exception shall be an admission that such Real Property according purported title exception is not among the title exceptions subject to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser which Buyer has agreed to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaseraccept title.

Title to Real Property. (a) Purchaser agrees The Owned Real Property comprises all real property owned by Seller and used in connection with the Business. Except as set forth in SCHEDULE 4.1.20, Seller has good and marketable fee simple title to all of the Real Property shown on SCHEDULE 1.1(B) as being owned by it, free and clear of all liens, mortgages, pledges, restrictions, encumbrances and other exceptions whatsoever other than real estate taxes not yet due and payable; and easements for services to the properties that in the aggregate do not materially and adversely affect or interfere with the use of such properties in the Business. The Real Property has direct vehicular access to a public street. (b) On or before the Closing Date (the "INSPECTION DATE"), Buyer may deliver to Seller a statement of any objections to Seller's title, excluding the encumbrances permitted under subsection (a) above, and may notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days of the nature of such objections. If objections to title are made as provided above, Seller shall use reasonable efforts to cure the objections prior to Closing after the date hereof receipt of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted EncumbrancesBuyer's statement. If Seller shall timely receive any Title Defect Notice with respect fails to any Real Propertycure the objections prior to Closing, then Seller shallBuyer may, by delivery of written notice to Seller, either (i) terminate this Agreement; (ii) elect to consummate the purchase of the Business in the same manner as if there had been no title objections; or (iii) cure the title objections at Seller's reasonable expense, not to exceed $100,000, and treat that expense as a credit against the Base Purchase Price. On or before the Inspection Date, Buyer may cause to be prepared, at its option and in its sole discretionexpense, elect to take one a survey of all or some of the following actions with respect Real Property. Buyer's failure to each Title Defect referenced undertake any such investigation or make any objection shall not waive, invalidate or otherwise affect any representation, warranty, covenant or other provision herein or in any deed or other document of Seller. Notwithstanding the foregoing, Buyer shall not be required to object to any encumbrance that may be removed solely by the payment of money, such Title Defect Notice: (1) cure as mortgages or eliminate liens, and such Title Defect prior encumbrances shall be satisfied or canceled of record by Seller at Closing. Seller shall allow no encumbrances to the Closing, in which event the Closing shall proceed be placed or granted with respect to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at through the Closing pursuant to a lease substantially in Date without the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost prior written consent of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to PurchaserBuyer.

Title to Real Property. (a) Purchaser Seller agrees to notify Seller deliver to Purchaser as soon as reasonably possible, upon Purchaser's request, copies of all title information in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof possession of any mortgagesSeller, pledgesincluding, liensbut not limited to, encumbrancestitle insurance policies, reservationsattorneys' opinions on title, encroachmentssurveys, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS")covenants, provided that the Title Defects deeds and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect easements relating to the Real Property subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable Property. Such delivery shall constitute no warranty by Seller as to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect accuracy or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; completeness thereof or (3) lease to that Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses is entitled to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defectthereon. (b) Purchaser shall have the right to obtain an updated obtain: (i) At Seller's expense, title search or survey not less than thirty (30) days prior to insurance commitments dated after the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) this Agreement with respect to Title Defect Notices received the Real Property issued by Seller within sixty a national title insurance company. The commitments shall irrevocably undertake to issue to Purchaser ALTA owner's policies of title insurance insuring Purchaser's title to each parcel of the Real Property, at no cost to Purchaser, for the amounts specified in Section 2.3(ii) of this Agreement. The commitments must be accompanied by legible copies of all instruments identified in the commitments. (60ii) days At Purchaser's expense, with respect to the Real Property, ALTA/ASCM land title surveys dated after the date hereof (of this Agreement. The surveys will be certified to Purchaser and to the title insurance company. The surveys shall be made by electing a reputable surveyor in accordance with "Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys", as most recently jointly established and adopted by ALTA and ASCM, pursuant to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a))"Accuracy Standards for an Urban Survey". (c) If pursuant Purchaser agrees to Section 2.4(a)notify Seller, Section 2.4(b) in writing within 45 calendar days after the date of this Agreement, of any mortgages, pledges, material liens, encumbrances, reservations, tenancies, encroachments, overlaps or Section 2.5(c)other title exceptions, Seller leases survey objections, or zoning or similar land use violations related to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three which Purchaser reasonably objects (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c"Title Defects"). The parties agree thatIf Purchaser does not notify Seller of Title Defects within such time period, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" Purchaser shall be determined by an appraisal deemed to be conducted by an appraiser selected in the manner set forth in have waived its rights under this Section 2.8 below8.14(c). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.legal

Title to Real Property. (a) Purchaser Seller agrees to deliver to Purchaser upon Purchaser's request, copies of all title information in possession of Seller, including but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. (b) Purchaser shall have the right to obtain, at Purchaser's sole cost and expense a title insurance commitment from a title insurance company selected by Purchaser and an owner's policy of title insurance insuring Purchaser's title to the Real Property and related easements and rights appurtenant thereto. (c) Purchaser shall notify Seller Seller, in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof writing, of any mortgages, pledges, liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title defects exceptions, survey objections, or zoning or similar land use violations or engineering or structural problems related to any the Real Property as to which Purchaser reasonably objects (the "TITLE DEFECTSTitle Defects"), provided . Purchaser agrees that the Title Defects and the Title Defect Notice shall not include real property taxes not yet due and payable, legal highways, zoning ordinances or refer to any easements, restrictions, tenancies, survey matters or other title matters, and rights of way which do not interfere with the use of the Real Property as such facility is currently utilized ("Permitted Encumbrances"). Within 30 days after Seller's receipt of such notice of Title Defects from Purchaser, Seller shall cure or correct any such Title Defect to Purchaser's reasonable satisfaction. If Seller shall timely receive is unable or unwilling to cure any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: Defects to Purchaser's reasonable satisfaction during such 30-day period, Purchaser shall have the option either to terminate this Agreement (1upon written notice to Seller) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed with respect to the Real Property receive title subject to such Title Defect without any reduction in the applicable Property Price; (2) accept a reduction in the Property Price applicable upon written notice to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(cSeller); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (bd) Purchaser shall have the right to obtain an updated request that the title search or survey not less than thirty (30) insurance company update title matters up to 10 business days prior to the anticipated Closing Date to determine whether for any title changes which may have arisen between the effective date of the applicable original title commitment search and such update (an "UPDATED TITLE REPORT")the Closing Date. If such Updated Title Report update indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable Purchaser's original title commitmentsearch, and Purchaser reasonably objects thereto in writing, then Seller shall cure or correct any such Title Defect on or prior to the Closing Date to Purchaser's reasonable satisfaction. If Seller is unable or unwilling to cure any such Title Defect, Purchaser shall have the right option to provide Seller a Title Defect Notice in respect thereof not more than five either to terminate this Agreement (5upon written notice to Seller) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right or to address receive title subject to such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect (upon written notice to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)Seller). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. Each party shall have received written evidence of the willingness of Lawyers Title Insurance Corporation (a) Purchaser agrees to notify Seller in writing (a or an Affiliate thereof; the "TITLE DEFECT NOTICETitle Insurer") no later than sixty (60) days after the date hereof to issue standard Form T-1 Texas Owner Policies of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects Title Insurance (the "TITLE DEFECTSTitle Policies"), provided ) in amounts equal to the respective portions of the Exchange Price allocated to the Owned Real Property of the other party. The Title Policies shall insure that Purchasing Party has good and indefeasible fee simple title to the Title Defects CCS Owned Real Property and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any MPH Owned Real Property, then Seller shallas applicable, at its option subject only to the Permitted Liens and Encumbrances and the standard printed exceptions with those standard permitted exceptions amended or deleted as follows: (i) the survey exception must be amended to read "shortages in its sole discretion, elect to take one area" only (the survey exception will only be so amended if the Purchasing Party obtains a current survey of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior applicable property satisfactory to the Closing, Title Insurer for such purpose); (ii) the exception for taxes must be completed with only the current year filled in which event and must be annotated "not yet due and payable"; (iii) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction in a current survey of the applicable Property Priceproperty); and (2iv) accept a reduction in the Property Price applicable to the Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect the greater of the diminution in value (if any) resulting from such Title Defect or the cost of curing such Title Defectno liens will be shown on Schedule B other than, if applicable, any liens that may be referred to in this Agreement as determined pursuant being part of the title being conveyed to Section 2.8; a Purchasing Party. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof or (3) lease the written commitments or binders of the Title Insurer to Purchaser issue such Title Policies within a reasonable time after the Real Property Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue such Title Defect in accordance with Policy, the provisions of Section 2.4(c); providedPurchasing Party shall be required to provide, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause within one (1) with respect business day after being notified of the Title Company's unwillingness, but in no event later than the Closing Date, to Transferring Party, in writing, notice setting forth the reason(s) for such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Propertyunwillingness. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser The Transferring Party shall have the right to obtain an updated title search or survey not seek to cure any defect which is the reason for such unwillingness, and, if such notice by the Purchasing Party is given less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt business days prior to the then scheduled Closing Date, then the Closing Date (and, to the extent necessary, the Termination Date) shall be extended for a period of such Updated Title Report, and thereafter Seller shall have the right up to address such Title Defect Notice in the same manner as is set forth in Section 2.4(aten (10) with respect to Title Defect Notices received by Seller within sixty (60) business days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal notice, to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according provide to the applicable provisions hereof and pay Seller the Property Price for Transferring Party such Real Property (without interest thereon and less any lease payments made by Purchaser opportunity to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchasercure.

Title to Real Property. Buyer shall obtain and provide to Seller within three (a) Purchaser agrees to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (603) days after the date hereof following Buyer's receipt: a Commitment for an Owner's Policy of any mortgages, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects (the "TITLE DEFECTS"), provided that the Title Defects and the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior to the Closing, in which event the Closing shall proceed Insurance with respect to the Real Property (the “Title Commitment”) from a nationally-recognized title insurance company selected by Buyer (“Title Company”), and (b) copies of all recorded documents referred to on Schedule B of the Title Commitment as exceptions to coverage (the “Title Documents”). Seller has obtained and provided to Buyer a copy of Seller's most recent as-built ALTA survey of the Property (the “Existing Survey”). Buyer and Seller acknowledge and agree that at Closing the Property shall be subject only to such Title Defect without any reduction (i) applicable zoning and building ordinances and land use regulations, (ii) all valid and enforceable easements, conditions and restrictions of record as of the Effective Date, including those shown in the applicable Property Price; Title Commitment (2excluding any liens arising by or through Seller, mortgages, deeds of trust and related financing documentation secured by the Property), (iii) accept a reduction such state of facts as disclosed in the Property Price applicable to Existing Survey and any additional state of facts disclosed by (or which would be disclosed by) a current and accurate ALTA survey of the Real Property subject (the “Current Survey”), (iv) the lien of taxes not yet due and payable, (v) any exceptions caused by Buyer, its authorized agents, representatives or employees, (vi) such other exceptions as a nationally recognized title insurance company shall commit to insure over, without any additional cost to Buyer, whether such Title Defect equal to any applicable Defect Reduction Amount to reflect insurance is made available in consideration of payment or, bonding, indemnity of Seller or otherwise, with Buyer's approval, and (vii) the greater of Leases (the diminution foregoing exceptions described in value (if any) resulting from such Title Defect or the cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser the Real Property subject to such Title Defect in accordance with the provisions of Section 2.4(c); provided, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either clauses (i) through (vii) being herein collectively called the “Permitted Exceptions”). Notwithstanding any provision to cause the contrary contained in this Agreement or any of the documents to be executed in connection herewith or pursuant hereto, any or all of the Permitted Exceptions may be omitted by Seller in the Deed without giving rise to elect clause any liability of Seller, irrespective of any covenant or warranty of Seller contained in the Deed (1) with respect to such Real Property or (ii) to not acquire such Real Property which provisions shall survive the Closing and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less than thirty (30) days prior to the anticipated Closing Date to determine whether any title changes may have arisen between the effective date of the applicable title commitment and such update (an "UPDATED TITLE REPORT"). If such Updated Title Report indicates that any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Report, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is set forth in Section 2.4(a) with respect to Title Defect Notices received by Seller within sixty (60) days after the date hereof (by electing to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)merged therein). (c) If pursuant to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" shall be determined by an appraisal to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branch. If any Real Property is leased to Purchaser pursuant to this provision, the Purchase Price shall be reduced by the amount of the Property Price attributable to such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such lease, then Purchaser shall promptly thereafter purchase such Real Property according to the applicable provisions hereof and pay Seller the Property Price for such Real Property (without interest thereon and less any lease payments made by Purchaser to Seller with respect to such Real Property) at the time of transfer of title thereto to Purchaser.

Title to Real Property. (a) Purchaser agrees Prior to notify Seller in writing (a "TITLE DEFECT NOTICE") no later than sixty (60) days after the date hereof of any mortgagesthis Agreement, pledges, liens, encumbrances, reservations, encroachments, overlaps or other title defects related to any Real Property as to which Purchaser objects Sellers have (the "TITLE DEFECTS"), provided that i) caused the Title Defects Company to perform a real property title search with regard to the Owned Real Properties and the Leased Real Properties, and to deliver to Buyers and to Sellers a commitment for title insurance (each, a “Commitment,” and together, the “Commitments”) to be issued by the Title Defect Notice shall not include or refer to any Permitted Encumbrances. If Seller shall timely receive any Title Defect Notice Company with respect to any Real Property, then Seller shall, at its option and in its sole discretion, elect to take one of the following actions with respect to each Title Defect referenced in such Title Defect Notice: (1) cure or eliminate such Title Defect prior regard to the Closing, in which event the Closing shall proceed with respect to the Real Property subject to such Title Defect without any reduction fee interests in the applicable Property Price; (2) accept a reduction Owned Real Properties and the leasehold interests in the Property Price applicable Leased Real Properties and (ii) delivered to Buyers current as-built, ALTA/ACSM surveys for the Owned Real Property subject to such Title Defect equal to any applicable Defect Reduction Amount to reflect Properties and the greater of Leased Real Properties (collectively, the diminution in value (if any) resulting from such Title Defect or the “Surveys”). The cost of curing such Title Defect, if applicable, as determined pursuant to Section 2.8; or (3) lease to Purchaser obtaining the Real Property subject to such Title Defect Commitments and the Surveys shall be borne in accordance with the provisions of Section 2.4(c9.4(b); provided. Buyers may, however, that if Seller chooses to rely upon clause (3) and any such Title Defect interferes in any material respect with the use of the applicable Real Property operated in the manner in which it is currently operated, then Purchaser shall not be obligated to lease the Real Property subject to such Title Defect and Purchaser shall have the option to elect either (i) to cause Seller to elect clause (1) with respect to such Real Property or (ii) to not acquire such Real Property and not pay the Property Price applicable to such Real Property. For purposes of this Section 2.4, a Title Defect shall be deemed to have been "cured" or "eliminated" if title insurance coverage or a bond reasonably acceptable to Purchaser shall have been obtained against such Title Defect. (b) Purchaser shall have the right to obtain an updated title search or survey not less no later than thirty (30) days prior after the Effective Date (the “Title Objection Date”), deliver written notice to Sellers of any matter set forth in the anticipated Closing Date to determine whether Commitments (excluding any title changes may have arisen between the effective date Liens or matters created by Buyers’ examination or inspection of the applicable title commitment Assets including any entry upon any Real Property in connection therewith) or the Surveys that is unacceptable to Buyers such matters being collectively referred to herein as “Defects,” and such update (an "UPDATED TITLE REPORT"each a “Defect”). If Buyers do not deliver such Updated written notice to Sellers on or before the Title Report indicates that Objection Date, Buyers shall be deemed to have waived any Title Defects have been placed of record in respect of any Real Property since the effective date of the applicable title commitment, then Purchaser shall have the right to provide Seller a Title Defect Notice in respect thereof not more than five (5) Business Days following Purchaser's receipt of such Updated Title Reportobject to any title matter, and thereafter Seller shall have the right to address such Title Defect Notice in the same manner as is or any other matter set forth in Section 2.4(athe Commitments and the Surveys, shall accept title to the Owned Real Properties and the Leased Real Properties, and shall proceed to the Closing without any reduction in the Purchase Price. Notwithstanding anything to the contrary herein, the following shall be deemed Defects whether or not included in a notice of Defect and whether or not any notice of Defect is delivered by Buyers (i) with respect any liens and encumbrances securing payment of money, (ii) any lis pendens, and (iii) all matters related to violations of Law or Permits. (b) If, on or before the Title Defect Notices received by Seller Objection Date, Buyers deliver written notice to Sellers of a Defect, Sellers shall, within sixty fifteen (6015) days after the date hereof (by electing receiving such notice, notify Buyers whether Sellers will or will not attempt to cure the Title Defect in question, accept a reduction in the applicable Property Price or lease the Real Property in question, all as more particularly set forth in Section 2.4(a)). (c) If pursuant such Defect. Failure by Sellers to Section 2.4(a), Section 2.4(b) or Section 2.5(c), Seller leases to Purchaser any Real Property that is subject to a Title Defect or a Material Adverse Environmental Condition (as the case may be, a "DEFECT"), then Seller shall lease deliver such Real Property to Purchaser, on a triple net basis, at existing market rents for a term of three (3) years commencing at the Closing pursuant to a lease substantially in the form attached hereto as Exhibit 2.4(c). The parties agree that, if they cannot agree upon the "existing market rent" to be payable for any such Real Property under any such lease, then such "existing market rent" notice shall be determined by an appraisal deemed Sellers’ election not to be conducted by an appraiser selected in the manner set forth in Section 2.8 below, with the cost of cure such appraisal to be shared equally by Purchaser and Seller. The "existing market rent" applicable to any such lease shall be the rent that a willing tenant would pay to lease the Real Property in question on the terms set forth above for use as a bank branchDefect. If any Real Property is leased Sellers elect (or are deemed to Purchaser pursuant have elected) not to this provisionattempt to cure a Defect, then, the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price attributable reduction Buyers shall be deemed to have waived such Defect or, if the amount to cure such Defect, as determined in accordance with the foregoing, exceeds 12.5% of the Assigned Drop Value or materially and adversely affects the ownership or operation of such Real Property, but if Seller cures or eliminates the Defect related thereto to Purchaser's reasonable satisfaction at any time during the term of such leaseBuyers’ option, then Purchaser shall promptly thereafter purchase such Real Property according shall be designated as a Rejected Property or would reasonably be expected to do so, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable provisions hereof Station Property on Schedule 2.7 and pay Seller the Property Price for such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Any title matters that are not objected to by Buyers on or before the Title Objection Date, or are objected to and cured (without interest thereon and less any lease payments made or not cured but are waived by Purchaser Buyers as set forth above) before the Closing, shall be deemed “Permitted Real Property Encumbrances.” (c) If Sellers elect in writing pursuant to Seller with respect Section 5.7(b) to such Real Property) attempt to cure a Defect, but at the time of transfer the Closing such Defect has not been cured or insured over at Seller’s cost to Buyers’ reasonable satisfaction, then, at Buyers’ option, (i) the Purchase Price shall be reduced by the amount reasonably necessary, as determined in good faith by Sellers and Buyers to cure such Defect or to account for any diminution in the value of the applicable Real Property resulting from the existence of such Defect and upon application of such Purchase Price reduction Buyers shall be deemed to have waived such Defect or (ii) the applicable Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. (d) If at any time after the later of the date that Buyers deliver notice of a Defect or the Title Objection Date (i) a Commitment or Survey is amended, (ii) the Title Company or the surveyor otherwise discloses to Buyers or Sellers a new matter or materially amends any matter previously approved or deemed approved by Buyers, or (iii) the Title Company materially amends the terms under which the Title Company is willing to issue its policy of title thereto insurance, then Buyers shall have ten (10) Business Days from its receipt of notice of such amendment or disclosure, together with legible copies of all documents mentioned in such amendment or disclosure, to Purchaserdeliver a notice of Defect to Sellers. (e) If a third party exercises a right of first refusal in respect of any Real Property, including the Real Property Leases more particularly described in Schedule 1.1(iv), such Real Property shall be designated as a Rejected Property, in which case the Purchase Price shall be reduced by the Assigned Drop Value assigned to the applicable Station Property on Schedule 2.7 and such affected Real Property shall no longer be a part of the Assets being transferred hereunder. Sellers shall provide Buyers with written notice of any such exercise of a right of first refusal promptly following receipt thereof.