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

Good Title. All assets and properties that were and are used in the business of Cafesa, or that were reflected in the balance sheets dated December 31, 2016, are owned by Cafesa and are free and clear of all liens and encumbrances and are not subject to any restriction except as set forth in [Exhibit 1.1](a).

Title; Responsibilities. During the Employment Period, the Executive will serve as the Senior Vice President, External Relations and Regulatory Affairs of DeVry Group 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 DeVry Group in DeVry Group’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 DeVry Group’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 DeVry Group’s Code of Business Conduct and Ethics.

Title Insurance. The Agent shall have received the Title Insurance Policies in respect of the Properties, each issued by the Title Company and dated as of the Closing Date. The Title Insurance Policy with respect to each Property shall be in the forms attached as [Exhibits C-1]1] through C-15 to the Escrow Instructions Letter. Each Title Insurance Policy shall be assignable, to the extent permitted under applicable state law. The Agent also shall have received evidence that all premiums in respect of each Title Insurance Policy have been paid.

Title Passage. Unless otherwise stated on the face of this Order, title to all goods provided under this Order shall pass when the goods are delivered and loaded by Seller onto Buyer’s carrier at the Storage Yard for delivery to all locations. Notwithstanding anything herein to the contrary, all damages and losses at the Storage Yard, including, without limitation, the goods will be borne by Seller, and Seller will be responsible for insuring against the risk of loss or damage at the Storage Yard.

Title Commitment. ​ shall cause to be prepared and delivered to ​ on or before the Title Commitment Delivery Date: # a current commitment for title insurance or preliminary title report (individually, a “Title Commitment” and, collectively, the “Title Commitments”) for each of the Properties issued by the Title Company, in the amount of the Allocated Purchase Price, with ​ as the proposed insured, and # copies of all documents of record referred to in each Title Commitment as exceptions to title to the applicable Property.

Title Objections. During the Title and Survey Review Period, ​ shall review title to the Properties as disclosed by the Title Commitments and the Surveys and shall notify ​ in writing of any objections which ​ may have to matters disclosed in the Title Commitments or in the Surveys prior to the expiration of the Title and Survey Review Period (the “Title Objection Notice”). ​ shall have no obligation to cure any matters raised in ​’s Title Objection Notice other than judgment liens, mortgage liens, deed of trust liens, monetary liens affecting the Property created by ​, mechanic’s liens arising from materials furnished to or work performed on the Properties by ​, unpaid real estate taxes and assessments (other than liens for taxes and assessments not yet due and payable) (collectively, “Monetary Liens”). ​ shall cause all of such Monetary Liens to be released, discharged or endorsed or bonded over (provided that the same are removed as exceptions from the Title Policy or, if endorsed over, the form and content of the endorsement is acceptable to ​, in ​’s sole discretion) at or prior to Closing. If the Title Company, after the expiration of the Inspection Period, issues any supplemental or amended Title Commitments adding any materially adverse title exceptions or materially adversely modifying title exceptions (other than Monetary Liens) or adding or modifying, in any materially adverse manner, the conditions to obtaining the Title Policy or any endorsement obtained by ​ solely to cure matters raised in an Objection Notice that ​ has elected to cure hereunder (individually an “Amended Commitment” and, if more than one, the “Amended Commitments”), or the surveyor, after the expiration of the Inspection Period, revises any of the Surveys to disclose any material adverse matters not appearing on the Surveys previously delivered to ​ (individually a “Revised Survey” and, if more than one, the “Revised Surveys”), ​ shall have a period of time equal to five (5) business days (a “Supplemental Review Period”) from the date of its receipt of any Amended Commitment or Revised Survey, as applicable (together with copies of or electronic access to any documentation underlying any new title exception), within which to deliver a written notice (the “Supplemental Objection Notice,” together with the Title Objection Notice, or each individually, as the context may imply, an “Objection Notice”) to ​ and Escrow Agent specifying its objections to any such new materially adverse exceptions, conditions or matters disclosed by the Amended Commitments or Revised Surveys that are unacceptable to ​. If ​ does not timely object to an exception to title or other matter in an Objection Notice or Supplemental Objection Notice, as the case may be, such matter shall be deemed to have been approved by ​ and shall be deemed to be a Permitted Exception (as hereinafter defined). ​’s failure to timely provide an Objection Notice or a Supplemental Objection Notice, shall constitute an approval by ​ of all matters disclosed in the Title Commitments, the Surveys, any Amended Commitment or any Amended Survey, as the case may be.

Good Title. In the case of the SPV, upon each Investment and Reinvestment, the Administrative Agent for the benefit of each [[Organization B:Organization]], on behalf of the related Investors shall acquire a valid and enforceable perfected first priority ownership interest (subject to Permitted Liens) or a first priority perfected security interest (subject to Permitted Liens) in each Receivable and all other Affected Assets that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim (other than that created by the Administrative Agent, any [[Organization B:Organization]] or any Investor).

Delivery and Assignment of Preferred Shares. At the Closing (as defined below), the Stockholder shall transfer, deliver and assign to the Company, free and clear of all liens and encumbrances, the Preferred Shares in exchange for the Exchange Shares, at which time said Preferred Shares shall be canceled and retired and revert to authorized but unissued shares of preferred stock of the Company and Stockholder shall have no right, title or interest therein.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either # there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or # the Warrant Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the later of # the delivery to the Company of the Notice of Exercise provided that such Notice of Exercise is received by 12 p.m. EST and three (3) Trading Days for any Notice of Exercise received after 12 p.m. EST, and # the Company’s receipt of payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, unless such exercise is made pursuant to the cashless exercise procedure specified in Section 2(d) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such Warrant Shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.