Title Policy. At the Closing and as a condition precedent to the obligations of Purchaser hereunder, the Title Company shall deliver to Purchaser, a proforma title insurance policy issued by the Title Company in the amount of the Purchase Price subject only to the Permitted Exceptions, showing fee simple title to the Real Property as vested in Purchaser (the “Title Policy”). Purchaser, at its sole cost and expense, may request the issuance at Closing of such endorsements to the Title Policy as it deems appropriate; provided, however, that issuance of such endorsements shall not be a condition precedent to Purchaser’s obligations hereunder and Seller shall not incur any costs or expenses in connection with the issuance of such endorsements.

Title Commitment. Buyer acknowledges receipt of the Title Commitment (the “Current Title Commitment”) with an effective date of September 4, 2018, issued on September 13, 2018, by Texas State Title, LLC. Prior to expiration of the Pre-Closing Period, , Buyer, at its expense, may order an updated title commitment for the Property in the amount of the Purchase Price from Escrow Agent and obtain a copy of all documents which constitute exceptions to the title commitment. Buyer shall give Seller written notice within five (5) days following receipt of the updated title commitment of any condition of title (exceptions or requirements) that is not shown on the Current Title Commitment and that is not satisfactory to Buyer. Seller may, but shall not be obligated, to resolve such matters; provided, however, that mortgage liens may be resolved at closing. If Seller is unable or unwilling to resolve such matters before the expiration of the Pre-Closing Period as defined above, then Buyer may, at Buyer’s sole option, either # accept title subject to the objections raised by Buyer and such accepted objections (along with the matters not objected to) shall become permitted exceptions (“Permitted Exceptions”) without any adjustment in the Purchase Price, or # terminate this Agreement prior to the expiration of the Pre-Closing Period, whereupon the earnest monies (less the independent consideration) shall be immediately returned to Buyer by Escrow Agent, or # work with Seller, if mutually agreeable, to satisfy unacceptable matters and postpone the end of the Pre-Closing Period and/or Closing Date to satisfy these matters. At Closing, Seller shall provide Buyer with an owner’s policy of title insurance in the amount of the Purchase Price. Seller shall pay the cost for the basic cost of the owner’s policy of title insurance, and Buyer shall pay the cost for all endorsements, changes, and modifications to the owner’s policy of title insurance.

Title & Deliveries. At or prior to Closing, Buyer and Seller, as applicable, shall deliver to the Escrow Agent and/or each other the following items for the Property, duly executed and acknowledged where required:

Title; Responsibilities. Commencing on July 1, 2022 (the “Commencement Date”), you will be employed as the Company’s Chief Executive Officer and will report to the Board of Directors (the “Board”) of the Company. At such time as the Board has a minimum of five Board members and subject to this Agreement, you may only be terminated by at least 75% of the Board. You agree to perform such duties and responsibilities commensurate with your position and as may be reasonably requested by the Board from time to time. Without limiting the generality of the foregoing, you will be involved in planning, developing, implementing, and expanding the operations of the Company.

Good Title. It is the intention of the Borrower that each of the sales, transfers, assignments and conveyances herein contemplated constitute an absolute sale, transfer, assignment and conveyance of the Receivables and the 2023-1B SUBI Certificate and that neither the Receivables nor the 2023-1B SUBI Certificate shall be a part of ​’s estate in the event of the filing of a bankruptcy petition by or against ​ under any bankruptcy law. As of the Closing Date or the related Funding Date, as applicable, neither the 2023-1B SUBI Certificate nor any Receivable has been sold, transferred, assigned, conveyed or pledged by any Originator, ​, the Trust or the Borrower to any Person other than pursuant to the Basic Documents. As of the Closing Date or the related Funding Date, as applicable, and immediately prior to the related sale and transfer herein contemplated, ​ had good and marketable title to and was the sole owner of each related Receivable and the 2023-1B SUBI Certificate free and clear of all Liens (except any Lien which will be released prior to assignment of such Receivable hereunder and any Permitted Liens), and, immediately upon the sale and transfer thereof, the Borrower will have good and marketable title to each such Receivable and the 2023-1B SUBI Certificate, free and clear of all Liens (other than Permitted Liens).

Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

Title; Etc. Each Borrower and each of their respective Restricted Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, as is necessary to operate the Business except for defects that, individually or in the aggregate, do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.

Title; Responsibilities. During the Employment Period, the Executive will serve as the Senior Vice President, Human Resources of ​ and will have the normal duties, responsibilities and authority of that position, subject to the power of the CEO to expand or limit such duties, responsibilities and authority; provided, however, at all times, Executive’s duties, responsibilities and authority shall be commensurate with such duties, responsibilities and authority held by executives in comparable positions in corporations of similar size and scope to ​ in ​’s industry. The Executive shall report to the CEO or the CEO’s designee. In this trusted, executive position, the Executive will be given access to ​’s Confidential Information. The Executive shall comply in all material respects with all applicable laws, rules and regulations relating to the performance of the Executive’s duties and responsibilities hereunder, including ​’s Code of Business Conduct and Ethics.

Title; Encumbrances. Unum owns or has a valid right to use the Unum Background Technology existing as of the Effective Date, including the Patents listed on Exhibit F, provided, however, that the foregoing will not constitute a representation or warranty of non-infringement of a Third Party’s intellectual property rights. Unum has the right to grant the licenses to SGI as purported to be granted pursuant to this Agreement. Neither Unum nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, any Unum Background Patents or Unum Background Know-How to any Third Party that would conflict with the licenses to SGI as purported to be granted pursuant to this Agreement.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify adversely affects the indemnifying party's ability to defend such claim against a third party. No indemnifying party, in the defense of any claim or litigation shall, except with the consent of an indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement by which such indemnified party is to be bound and which judgment or settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.