Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. Green Plains shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior to the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”) with respect to each of the parcels of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), with such reinsurance as the parties may agree, within the previous six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrances.

Real Estate Matters. Green Plains shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior to the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”) with With respect to each parcel of the parcels of Owned Real Property owned by Green Plains or any a Credit Party and part of its Subsidiaries issued in an amount reasonably approximate the Eligible Fixed Asset Amount, Borrowers shall have delivered to the fair market value Agent: (i) a Loan Policy of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV Agent issued to Agent, for the benefit of the Lenders, by a title company acceptable to Agent (the “Title Company”), with such reinsurance as in an amount equal to the parties may agree, within the previous six (6) months (and updated as requested by VBV as lesser of the Closing Date) reflecting title to each Total Commitment Amount or the appraised value of the parcels of Owned Real Property vested insuring the Mortgage to be a valid, first-priority lien in the Real Property, free and clear of all defects and encumbrances except such matters of record as reflected in Schedule 4.2(j)(i)accepted by Agent, subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole discretion, and absolute discretion shown as Permitted Encumbrances in “Exhibit B” to the Mortgage, with such endorsements and affirmative insurance as Agent may require, including as appurtenances thereto without limitation: (A) the deletion of all so-called “standard exceptions” from such legally enforceable easements policy; (B) a so-called “comprehensive” endorsement in form and substance acceptable to Agent; (C) affirmative insurance coverage regarding access, compliance with respect to restrictive covenants as and any other matters to which Agent may be necessary to operate have objection or require affirmative insurance coverage; and (D) the Owned results of a federal tax lien search in the county wherein the Real Property is located and such Credit Party has its principal place of business; (ii) a current “as-built” survey of such Real Property (other than with respect to the Real Property located in Fife, Washington and in Stockton, California) prepared by a licensed surveyor acceptable to Agent, certified to Agent, for the business purposes represented benefit of the Lenders, and the Title Company pursuant to a certificate of survey acceptable to Agent. Such survey shall be in form and substance acceptable to Agent, in its sole discretion, shall be made in accordance with the “Minimum Standard Detail Requirements for Land Title Surveys” adopted by Green Plains the American Land Title Association in 2005, and shall show, without limitation: (A) the location of the perimeter of such Real Property by courses and distances with all reference points shown or referred to in the aforesaid title policy; (B) all easements (including without limitation rail spurs those easements whose existence is disclosed by physical inspection of such Real Property), rights-of-way and track)the location of all utility lines servicing the improvements on such Real Property; (C) the established building lines; (D) the full legal description of the real estate (conforming to the legal description set forth in the aforesaid title policy) and a certification as to the acreage and square footage thereof; (E) the highway and street right-of-way lines abutting such Real Property and the width thereof; and (F) encroachments upon such Real Property and the extent thereof in feet and inches; (iii) within forty-five days prior a copy of the certificate of occupancy for each building located on such Real Property; (iv) evidence satisfactory to Agent of compliance with all building and zoning codes applicable to such Real Property (or a proper title endorsement satisfactory to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any Agent covering such compliance); (v) evidence of the Owned availability of utilities for the buildings located on such Real Property; (vi) evidence to Agent’s satisfaction in its sole discretion that no portion of such Real Property disclosed is located in a Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Title Policies or otherwise discovered Flood Maps maintained by the Federal Emergency Management Agency; (vii) the results of a Phase I Environmental Report for each parcel of Real Property, in form and substance satisfactory to Agent; (viii) the course results of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms an appraisal of such agreements or encumbrancesReal Property, in form and substance satisfactory to Agent; and (ix) two fully executed originals of each Mortgage with respect to such Real Property.

Real Estate Matters. Green Plains shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (ia) within twenty (20) No later than five days prior to the Closing Date Commencement Date, the Landlord shall deliver or cause to be delivered to the Tenant a survey (the "Boundary Survey") prepared by Xxxxxxx Engineering (the "Surveyor") or other than surveys for surveyor acceptable to the Green Plains Grain Tenant consisting of a plat and a metes and bounds description of the Leasehold Tract, the Commercial Development Tract and each of the Easement Tracts (such tracts of land being herein collectively called the "Applicable Tracts"). The Survey shall (i) be prepared pursuant to a current on-the-ground staked survey reflecting the actual dimensions of each of the Applicable Tracts, the total area of each of the Applicable Tracts to the nearest square foot, the location of any easements, rights-of-way, set-back lines, encroachments or overlaps thereon or thereover and the outside boundary lines of any improvements located thereon, (ii) identify any easements, set-back lines or other matters referred to in that certain Title Insurance Commitment previously issued by Chicago Title Insurance Company through Land Title Agency, Inc. under File No. 93-LT-0090 (and all updates thereof and amendments thereto) and originally dated February 25,1993, (iii) include the Surveyor's registered number and seal, the date of the Survey and a certificate satisfactory to the Tenant, (iv) be sufficient to cause, to the maximum extent allowable, the deletion of any survey exceptions which would otherwise be contained in the Leasehold Policy (herein defined), (v) reflect any area within the Applicable Tracts which lie within any "wetlands" area and (vi) reflect any area within the Applicable Tracts which lies within the 100 Year Flood Plain or any special flood hazard area or general hazard area. (b) On the Commencement Date, the parties hereto shall do, or cause to be done, the following: (i) The Landlord shall deliver or cause to be delivered to the Tenant a Leasehold Owner Policy of Title Insurance (the "Leasehold Policy") issued by Chicago Title Insurance Company, LLC Owned Real Property which shall in an amount designated by the Tenant, with all standard endorsements as may be provided within the time period available and required by the Post-Closing Agreement executed Tenant and insuring, subject only to the Permitted Encumbrances, that (i) the Tenant is the owner of a valid and enforceable leasehold estate with First National Bank respect to the Premises on and subject to the terms of Omaha)this Lease, as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies Tenant is the owner of title insurance (the “Title Polices”) a valid and enforceable easement right with respect to each of the parcels of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate Easement Tracts on and subject to the fair market value terms of such Owned Real Property this Lease and (iii) the restrictive covenants imposed upon the Commercial Development Tract pursuant to the provisions of this Lease are enforceable by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), the Tenant in accordance with such reinsurance as the parties may agree, within the previous six (6) months (and updated as requested by VBV as 66 their terms. The cost of the Closing Date) reflecting title to each Leasehold Policy shall be paid from the proceeds of the parcels Initial Bonds. The Landlord agrees to obtain any and all discounts to the premium for the issuance of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as the Leasehold Policy which may be acceptable available to VBV in its sole it. (ii) The Landlord and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants the Tenant shall each execute an instrument amending this Lease as may be necessary to operate (A) specifically adopt the Owned Real Property metes and bounds descriptions of the Leasehold Tract, the Commercial Development Tract and each of the Easement Tracts contained in the Boundary Survey as the agreed upon legal descriptions for each of such tracts of land for purposes of this Lease and (B) designate the business purposes represented by Green Plains (including without limitation rail spurs and track); and exact Commencement Date. (iii) within forty-five days prior The Landlord shall execute and deliver to the Closing Tenant, for recording in the Real Property Records of Camden County, New Jersey, a memorandum of this Lease in such form and containing such provisions (not inconsistent with the terms of this Lease) as the Tenant may specify. Such memorandum shall include the legal descriptions prepared by the Surveyor as a part of the Boundary Survey of the Leasehold Tract, the Commercial Development Tract and each of the Easement Tracts and shall specifically provide that (A) the Tenant has obtained a leasehold estate with respect to the Leasehold Tract and Easement Tract E, (B) that certain easement rights have been created on each of the Easement Tracts in favor of the Tenant and (C) that certain restrictive covenants have been imposed upon the Commercial Development Tract for the benefit of the Tenant. If requested by the Tenant, the Landlord shall enter into a separate recordable Easement Agreement with the Tenant reflecting and incorporating the provisions of Section 402 hereof. (iv) If legal title to the fee simple estate in the CRA Tract remains in CRA as of the Commencement Date, full then the Landlord shall cause to be delivered and complete copies executed by CRA a written instrument in recordable form acceptable to the Tenant (i) confirming that the Landlord is the beneficial owner of all leasesfee simple to the CRA Tract and (ii) expressly consenting to, easementsand agreeing to create, use agreements, development agreements, railcar agreements the leasehold estate and the Easements created hereby on the CRA Tract. (v) The Landlord shall provide such documents or other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents instruments as may be reasonably required under by the terms of such agreements Tenant or encumbrancesChicago Title Insurance Company to evidence the Landlord's due authorization to enter into this Lease.

Real Estate Matters. Green Plains The Credit Parties shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior delivered to the Closing Date Lender (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”x) with respect to each parcel of the parcels of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the with a fair market value in excess of $2,000,000 owned by a Credit Party on the Closing Date, within 30 days (or such Owned later date as permitted by the Agent in its sole discretion) of the Closing Date, and (y) with respect to each parcel of Real Property acquired by First any Credit Party after the Closing Date that is required to become subject to a Mortgage pursuant to Section 6.10(a) above, within 30 Business Days (or such later date as permitted by the Lender in its sole discretion) of the acquisition thereof, all of the following: (i) an American Land Title Insurance Company Association ( ALTA) mortgagee title insurance policy or another reputable policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably acceptable satisfactory to VBV the Lender (a “Title Company”), with such reinsurance as in an amount not less than the parties may agree, within amount reasonably required therefor by the previous six Lender (6) months (and updated as requested by VBV as taking into account the estimated value of the Closing Date) reflecting property involved), insuring fee simple title to each of the parcels of Owned to, or a valid leasehold interest in, such Real Property vested as reflected in Schedule 4.2(j)(i)the applicable Credit Party and assuring the Lender that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Encumbrances or such Liens and a standard survey exception, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate matters reasonably requested by the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); Lender and (iii2) within forty-five shall provide for affirmative insurance and such reinsurance as the Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Lender; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the Closing Date, full date of execution of the applicable Mortgage and complete satisfactory in form and substance to the Lender; (iii) copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements recorded documents listed as exceptions to title or encumbrances affecting the use or operation of any of the Owned Real Property disclosed otherwise referred to in the Title Policies Policy or otherwise discovered in such title report relating to such real Property; (iv) evidence, which may be in the course form of VBV’s review a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the foregoing materialsBoard of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Lender, of such Real Property, certified in a manner satisfactory to the Lender by a licensed professional surveyor reasonably satisfactory to the Lender; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such third party consents environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Lender; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Lender, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Lender may reasonably request; (viii) upon request of the Lender, the Lender shall have received appraisals, satisfactory in form and substance to the Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Lender or accompanied by a separate letter indicating that the Lender may rely thereon, from one or more nationally recognized appraisal firms, satisfactory to the Lender, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by any Credit Party, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by any Credit Party in the United States, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount which may be required under the terms realized through a forced sale disposal of such agreements or encumbrances.property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount which may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards; and

Real Estate Matters. Green Plains (a) The Territory and BermudaCo shall have provided enter into, or cause their respective Subsidiaries to enter into, the following agreements referred to VBV within on Schedule 9.10 hereof covering the assignment or making of Real Property Leases to BermudaCo, Sub or any of their respective Subsidiaries, the subleasing of Leased Real Property to BermudaCo, Sub or any of their respective Subsidiaries and/or the granting of licenses to occupy Leased Real Property to BermudaCo, Sub or any of their respective Subsidiaries, in each case at the time periods provided of the Closing. Such agreements shall be substantially in the form of Exhibits F-1, F-2 and F-3, as applicable (or such other agreement (as described in the “Title Local Structure Term Sheet) as is substantively equivalent under applicable law), with such deviations therefrom, or additions thereto, as are set forth or contemplated in such Schedule 9.10 or as are otherwise reasonably agreed upon by PwCIL, BermudaCo and Survey Materials”): the Territory. Subject to the preceding sentence, such agreements shall be (i) within twenty an assignment and assumption agreement (20Exhibit F-1) days prior to in cases where the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned Leased Real Property which shall be provided within is either (A) a stand-alone location or (B) the time period required predominant part of the space demised by the Postunderlying lease and the parties intend that such location will become a stand-Closing Agreement executed with First National Bank of Omaha)alone location, as-built surveys identifying all factual information necessary unless it is reasonably agreed by PwCIL, BermudaCo, and sufficient for the Title Company Territory to remove enter into a sublease or license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined belowrequired landlord consent; (ii) within fortya sublease (Exhibit F-2) in cases where the Leased Real Property is (x) less than 75% of the space covered by the underlying lease, and a block or blocks of space occupied by BermudaCo, Sub and/or their respective Subsidiaries, and (y) is segregated from blocks of space occupied by the Territory and/or its Subsidiaries, or unless it is reasonably agreed by PwCIL, BermudaCo, and the Territory to enter into a license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any required landlord consent; (iii) a license agreement (Exhibit F-3) in cases where the Leased Real Property covers space occupied by BermudaCo, Sub and/or their respective Subsidiaries that is not segregated from the space occupied by the Territory and/or its Subsidiaries; and (iv) in cases of an assignment under clause (i) where space covered by the underlying lease continues to be occupied by the Territory and/or its Subsidiaries, the assignee and the assignor (i.e., the Territory or its Subsidiary, as applicable) of the lease shall enter into a sublease-five back (45Exhibit F-2) days prior or license-back agreement (Exhibit F-3), as applicable under clause (ii) or clause (iii) whereby the Territory or its Subsidiary (as applicable) shall be the subtenant or licensee (as applicable), said Exhibits F-2 and F-3 being modified to the Closing Dateextent necessary to reflect, ALTA extended coverage owners’ policies of title insurance (as applicable, a subletting-back or a license-back. Each assignment agreement shall be made for nominal consideration. Each sublease shall provide for rent, additional rent and other charges equal to the “Title Polices”) with respect to each sublessee's proportionate share of the parcels rent, additional rent and other charges payable under the applicable underlying lease. Each license agreement shall be for a license fee to be agreed upon by the parties, such license fee not to be less than the licensee's pro rata share of Owned rent, additional rent and other charges payable under the applicable lease. (b) In any instance where the Territory or the applicable Subsidiary of the Territory is not able to provide to BermudaCo, Sub or the applicable Subsidiary of BermudaCo or Sub a lease, sublease or occupancy license in respect of a Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), with such reinsurance as the parties may agree, within the previous Lease for at least six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to after the Closing Date, full and complete copies such Real Property Lease shall expire pursuant to its terms on any date during such period, the Territory or its Subsidiaries shall use reasonable best efforts to obtain an extension of such Real Property Lease for at least such six-month period (but not longer than one year without, in instances where a lease or sublease is to be assigned (or a sublease or a license agreement is to be made) to BermudaCo, Sub or a Subsidiary of BermudaCo or Sub, first obtaining BermudaCo's written consent thereto). If any such extension shall be on changed terms and conditions that will increase BermudaCo's, Sub's or their respective Subsidiaries' obligations or decrease their rights, such changes shall be subject to BermudaCo's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In instances where a Real Property Lease is assigned, and the assignor thereof is not released by the landlord from liability under the assigned lease accruing on and after the effective date of the assignment, the request for the required landlord's consent to such assignment shall request that, in the event of a tenant default under the lease after the effective date of the assignment, the landlord, simultaneously with the giving to the then tenant of notice of such default, shall simultaneously give notice of such default to such assignor, and (i) afford assignor the right to cure such default and (ii) in the event of the termination of the lease by reason of an uncured tenant default, afford assignor the right to enter into a new lease with landlord covering the leased premises, for a term commensurate with the terminated term of the terminated Real Property Lease, including any extant renewal options (the foregoing rights enumerated in clauses (i) and (ii) being collectively referred to as the "Rights"), and otherwise upon the same then-executory terms and conditions of the terminated Real Property Lease (as would have been applicable during the terminated term of such Real Property Lease). If a particular lease landlord shall refuse to afford such Rights to assignor, then provisions shall be inserted in the Assignment and Assumption Agreement in the form of Exhibit F-1 providing, in effect, that the assignee (i) shall notify assignor, within two business days of assignee's receipt, of any tenant default notice given by landlord under the lease (enclosing a copy of such landlord default notice therewith), and (ii) unless assignee in such notice shall notify assignor that it is proceeding promptly (and actually does so proceed) to effectuate a cure of such default, that assignor shall have the right (but not the obligation) to enter into the leased premises to effectuate any necessary cure of such default. In the event the landlord will not consent to a particular assignment, but will consent to a sublease, then the parties shall enter into a sublease, and, in the event such sublease is of a stand-alone facility or a facility that is intended to be a stand-alone facility, then the sublease shall be modified so that the mutual recapture rights contained therein shall be deleted, but sublessor's reasonable approval rights of any assignment of the sublease or sub-subletting of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any portion of the Owned subleased premises, if contained therein, shall continue. (c) The Territory will not, and will cause its Subsidiaries not to, amend, supplement, extend or otherwise modify any Real Property disclosed Lease so as to increase BermudaCo's, Sub's or a Subsidiary's obligations or decrease its rights, without first obtaining BermudaCo's written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Territory or the applicable Subsidiary may, without BermudaCo's consent, extend a Real Estate Lease pursuant to paragraph (b) of this Section for a period of up to one year without any other change in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrancesand conditions thereof.

Real Estate Matters. Green Plains With respect to any fee-owned real property with a value in excess of $10,000,000 owned by the Issuer or any Guarantor on the Issue Date or acquired by the Issuer or a Guarantor after the Issue Date, within 90 days of the Issue Date or the date of acquisition, as applicable (or such later date as may be reasonably necessary if such items cannot be delivered within such 90 day period after such Issuer’s or the applicable Guarantor’s use of commercially reasonable efforts), the Issuer or applicable Guarantor shall have provided the following deliver or cause to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior be delivered to the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”) with respect to Notes Collateral Agent each of the parcels following, in each case in form and substance similar to what is delivered under the New Term Loan Credit Agreement: (a) fully executed counterparts of Owned Real Property owned by Green Plains mortgages, deeds of trust, deeds to secure debt or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV other similar security instruments (each, a “Title CompanyMortgage”), duly executed and acknowledged by the holder of the record interest in the real property encumbered thereby, in form for recording in the recording office of each applicable political subdivision where the real property is situated, together with such reinsurance certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the parties may agree, within recording or filing thereof and evidence of the previous six completion (6or satisfactory arrangements for the completion) months of all recordings and filings of such Mortgage (and updated as requested by VBV as payment of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected any taxes a or fees in Schedule 4.2(j)(iconnection therewith), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants together with any fixture filings, as may be necessary to operate create a valid, perfected Lien, with the Owned Real Property for the business purposes represented priority required by Green Plains this Indenture, subject to Permitted Liens; (including without limitation rail spurs b) title and track); and (iii) within forty-five days prior extended coverage insurance covering such real property in an amount at least equal to the Closing Datepurchase price of such real property (or such other amount as shall be reasonably specified by the Notes Collateral Agent) as well as a current ALTA survey or the equivalent (including, full and complete copies of all leaseswithout limitation, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materialsExpressMaps) thereof, together with a surveyor’s certificate, in each case, if available; provided that such third party consents other survey equivalent is sufficient to allow the issuance of the title insurance policy without any exception (other than customary exceptions) for such matters as may would be required shown on an accurate survey of the mortgaged property and with a standard “land same as survey” and such other customary survey-related endorsements; and (c) customary legal opinions regarding the enforceability, due authorization, execution and delivery of the Mortgages; provided that if Bank of America, N.A., as administrative agent under the terms New Term Loan Credit Agreement, extends the corresponding deadline under the New Term Loan Credit Agreement, the Notes Collateral Agent shall be deemed to approve such deadline extension for purposes of such agreements or encumbrancesthis Section 4.18.

Real Estate Matters. Green Plains The Borrowers shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior delivered to the Closing Date Administrative Agent (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”x) with respect to each parcel of Real Property subjected to a Mortgage as of the parcels Closing Date (each, a “Closing Date Mortgaged Property”), and (y) within 30 days of Owned the request therefor by the Administrative Agent, with respect to each parcel of Real Property owned acquired by Green Plains any Borrower or any Subsidiary Guarantor after the Closing Date that becomes subject to a Mortgage pursuant to Section 6.10(a) above, all of its Subsidiaries issued the following: (i) evidence, which may be in an amount reasonably approximate to the fair market value form of such Owned Real Property by First American Title Insurance Company a letter or another reputable other certification from a title insurance company reasonably acceptable satisfactory to VBV the Administrative Agent (a “Title Company”) or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Loan Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (ii) a certificate of the Borrowers identifying any Phase I, Phase II or other environmental report received in draft or final form by any Loan Party during the five-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Loan Party (or its counsel), together with true and correct copies of all such reinsurance as the parties may agreeenvironmental reports so listed (in draft form, within the previous six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(iif not finalized), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements environmental reports shall be reasonably satisfactory in form and covenants as may be necessary substance to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track)Administrative Agent; and and (iii) within forty-five days prior an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Closing DateAdministrative Agent, full as to the validity and complete copies effectiveness of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned such Mortgage as a lien on such Real Property disclosed encumbered thereby, and covering such other matters of law in connection with the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materialsexecution, together with such third party consents as may be required under the terms delivery, recording and enforcement of such agreements or encumbrancesMortgage as the Administrative Agent may reasonably request.

Real Estate Matters. Green Plains (a) The Company shall use its commercially reasonable efforts to ensure that no later than five (5) Business Days prior to the Closing, Buyer shall have provided obtained the following to VBV within the time periods provided (the “Title and Survey Materials”): following: (i) within twenty with respect to each parcel of Owned Real Property, an owner’s preliminary report on title (20a “Title Commitment”) days prior covering a date subsequent to the Closing Date (other than surveys for date hereof, issued by the Green Plains Grain Title Company, LLC Owned Real Property which preliminary report shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank contain a commitment of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any issue an owner’s title insurance policy on the most current form of ALTA fee owner’s title insurance policy, with extended coverage (a “Title Policy”), insuring, subject to Permitted Encumbrances, the good fee simple title of the Company in such Owned Real Property, with liability in the amount of the approximated fair market value of the subject Owned Real Property as reasonably agreed to between Buyer and the Company, together with legible and complete copies of all exceptions for and matters otherwise disclosed by an accurate survey from referred to therein, and with such affirmative coverages and endorsements as Buyer shall reasonably require, including the Title Policies defined below; following endorsements to the extent available in the applicable jurisdiction: (A) ALTA 3.1 zoning (plus parking and loading docks), (B) owner’s comprehensive, (C) land “same as” survey, (D) subdivision compliance, (E) tax parcel identification, (F) contiguity, (G) location, (H) waiver of arbitration, (I) utilities availability, and (J) access; (ii) an up-to-date ALTA Land Title Survey (a “Survey”) for each parcel of Owned Real Property, reasonably acceptable to Buyer in form and substance, certified within forty-five sixty (4560) days prior of the Closing, prepared by a surveyor licensed in the jurisdiction where such Owned Real Property is located, completed in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” including items 1-4, 6, 7(a), 7(b)(1), 7(b)(2), 8-10, 11(a), 13, 14 and 16-18 of “Table A” thereof, and certified to the Closing DateCompany, ALTA extended coverage owners’ policies Buyer, the Title Company, Buyer’s lender, if any, Winston & Xxxxxx LLP and any other parties as may be reasonably designated by Buyer; and (iii) a current zoning report from a nationally-recognized zoning information services provider containing a certificate from the applicable governmental authority indicating the zoning classification of each parcel of the Real Property and certifying that each such parcel is in compliance with all Applicable Laws regarding zoning (each, a “Zoning Report”), together with a copy of all pertinent regulations, variances, special use permits and certificates of occupancy and/or completion. (b) Buyer shall pay the costs and expenses of the Title Commitments, Title Policies, Surveys and Zoning Reports, whether or not the transactions contemplated under this Agreement are consummated; and Buyer shall pay any and all title insurance search, escrow and closing fees charged by the Title Company in connection with the Closing. (c) Prior to the Closing, at Buyer’s request, the Company shall use commercially reasonable efforts (but excluding any obligations to make any expenditures or payments to any third party) to obtain and deliver, or caused to be obtained and delivered, to Buyer an executed landlord estoppel and consent certificate in form and substance reasonably acceptable to Buyer (a “Title PolicesLandlord Estoppel Letter”) with respect to each parcel of Leased Real Property. Notwithstanding anything to the contrary contained in this Agreement, the failure by the Company to obtain a Landlord Estoppel Letter with respect to any or all of the parcels of Owned Leased Real Property owned by Green Plains shall not constitute a breach of this Agreement or any the failure of its Subsidiaries issued in an amount reasonably approximate a closing condition under this Agreement to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), with such reinsurance as the parties may agree, within the previous six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrancessatisfied.

Real Estate Matters. Green Plains shall have provided the following to VBV within the time periods provided (a) Purchaser, at its own discretion and sole expense, may order preliminary title reports from a nationally recognized title company (the “Title Companies”) with respect to any of the real property described on Schedule 4.6(a) or any Seller Owned Property (the property covered by such reports being referred to herein as the “Titled Property”). Seller, the Companies and Survey Materials”): (i) within twenty (20) days prior the Companies’ Subsidiaries shall use commercially reasonable efforts in cooperating with Purchaser and the Title Companies in connection with the compilation, review and examination of title to the Closing Date (other than surveys for Titled Property and in connection with Purchaser’s efforts to obtain title insurance policies pursuant thereto on behalf of itself and/or its lender, including, by the Green Plains Grain CompanyCompanies and the Companies’ Subsidiaries providing customary affidavits and indemnities, LLC Owned Real Property which shall be provided within substantially similar to the time period form attached hereto as Exhibit J, as are reasonably required by the PostTitle Companies for the deletion of any standard or printed exceptions, in any title insurance policies issued pursuant thereto, that are customarily deleted by virtue of a seller delivering such instruments in commercial real estate transactions in the state or province in which the Titled Property, which is the subject of such a title insurance policy, is located (provided that such affidavits shall be based on the actual knowledge of the signatory and delivered on the Closing Date). Such cooperation by Seller, the Companies and the Companies’ Subsidiaries shall include providing Purchaser and the Title Companies copies of, with respect to Titled Property, reasonably requested existing surveys, maps, GIS reports (including GIS-Closing Agreement executed with First National Bank of Omahabased compartment maps), asaerial photographs, existing title reports and title insurance policies and true and complete copies of the encumbrance documents identified therein, to the extent the same are in the possession of Seller, the Companies or any of the Companies’ Subsidiaries and to the extent the same are not publicly available; provided, that delivery of such items shall be subject to any confidentiality restrictions set forth herein and in the Confidentiality Agreement, and that Seller may redact from such materials any confidential or proprietary information. Purchaser shall reimburse Seller and its Affiliates for any out-built surveys identifying all factual information necessary and sufficient for the Title Company to remove of-pocket expenses incurred by any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; of them in connection with this Section 6.10. (iib) within forty-Seller shall, not less than five (455) days Business Days prior to the Closing Date, ALTA extended coverage owners’ policies (i) convey to one of the Companies all of Seller’s right, title insurance and interest in, to and under (A) the “Title Polices”Xxxxxx Plant, (B) the Wisconsin Plant, (C) the Nashville Plant, (D) the South Sioux City Plant, and (E) all other Seller Owned Property, without, in each case, encumbering such property with any additional liens other than Permitted Encumbrances, to one of the Companies pursuant to quitclaim deeds (or local equivalent) acceptable to Purchaser in its reasonable discretion, (ii) subject to obtaining any applicable consents or approvals with respect thereto, effect an assignment of all of Seller’s right, title and interest under or relating to each of the parcels Assigned Leases, except the Paramount Lease and Xxxxxx Lease which shall be assigned pursuant to clause (iii) to one of Owned Real Property owned by Green Plains the Companies pursuant to documentation acceptable to Purchaser in its reasonable discretion and (iii) subject to obtaining any applicable consents or any approvals with respect thereto, effect an assignment of its Subsidiaries issued in an amount reasonably approximate all of Seller’s right, title and interest under or relating to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably Paramount Lease and the Xxxxxx Lease to Earthgrains Baking Companies, Inc. pursuant to documentation acceptable to VBV Purchaser in its reasonable discretion. (“Title Company”)a) Notwithstanding the delivery of quitclaim deeds pursuant to clause (b) of this Section 6.10, with Seller, the Companies and the Companies’ Subsidiaries agree that (i) the representations and warranties made pursuant to Section 4.6 (Property) shall survive the Closing for the period specified in Section 11.1(a) (Indemnification by Seller) and (ii) such reinsurance as the parties may agree, within the previous six (6) months (representations and updated as requested by VBV warranties contained therein shall not be deemed to merge into such quitclaim deeds as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrances.

Real Estate Matters. Green Plains shall have provided Notwithstanding the following generality of the foregoing subsection (a), with respect to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior to the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned each parcel of Real Property which shall be provided within the time period required acquired by the Post-Closing Agreement executed with First National Bank each Borrower or Guarantor of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to Payment after the Closing Date, ALTA extended coverage owners’ policies such Borrower or Guarantor of Payment shall provide to Agent within 30 days after the written request thereof: (i) a Loan Policy of title insurance insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84) issued to Agent, for the benefit of the Banks, by a title company acceptable to Agent and the Banks (the “Title Polices”) with respect to each of the parcels of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), in an amount equal to the lesser of the Total Commitment Amount or the appraised value of the Real Property insuring the related Mortgage to be a valid, first-priority lien in the Real Property, free and clear of all defects and encumbrances except such matters of record as accepted by Agent and the Banks, in their sole discretion, and shown as Permitted Encumbrances in “Exhibit B” to such Mortgage, with such reinsurance endorsements and affirmative insurance as Agent and the parties Banks may agreerequire, within including without limitation: (A) the previous six deletion of all so-called “standard exceptions” from such policy; (6B) months a so-called “comprehensive” endorsement in form and substance acceptable to Agent and the Banks; (C) affirmative insurance coverage regarding access, compliance with respect to restrictive covenants and updated as requested by VBV as any other matters to which Agent and the Banks may have objection or require affirmative insurance coverage; and (D) the results of a federal tax lien search in the Closing Date) reflecting title to each of county wherein the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in is located and each Borrower has its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains principal place of business. (including without limitation rail spurs and track); and ii) a current (iiicertified not more than thirty (30) within forty-five days prior to the Closing Datedate of the Mortgage granted in favor of Agent with respect to such Real Property) “as-built” survey of the Real Property prepared by a licensed surveyor acceptable to Agent and the Banks, full certified to Agent and complete copies the Banks and the Title Company pursuant to certificate of survey acceptable to Bank and the Banks. Such survey shall be in form and substance acceptable to Agent and the Banks, in their sole discretion, shall be made in accordance with the “Minimum Standard Detail Requirements for Land Title Surveys” adopted by the American Land Title Association in 1999, and shall show, without limitation: (A) the location of the perimeter of the Real Property by courses and distances with all reference points shown or referred to in the aforesaid title policy; (B) all easements (including those easements whose existence is disclosed by physical inspection of the Real Property), rights-of-way and the location of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting utility lines servicing the use or operation of any improvements on the Real Property; (C) the established building lines; (D) the full legal description of the Owned real estate (conforming to the legal description set forth in the aforesaid title policy) and a certification as to the acreage and square footage thereof; (E) the highway and street right-of-way lines abutting the Real Property disclosed and the width thereof; and (F) encroachments upon the Real Property and the extent thereof in the Title Policies or otherwise discovered in the course of VBV’s review feet and inches; (iii) a copy of the foregoing materialscertificate of occupancy for each building located on the Real Property issued by the city in which such Real Property is located; (iv) evidence satisfactory to Agent and the Banks of compliance with all building and zoning codes applicable to the Real Property; (v) evidence of the availability and adequacy of utilities for the buildings located on the Real Property; (vi) evidence to the satisfaction of Agent and the Banks, together with such third party consents in their sole discretion, that no portion of the Real Property is located in a Special Flood Hazard Area or is otherwise classified as may be required under Class A or Class BX on the terms Flood Maps maintained by the Federal Emergency Management Agency; and (vii) two fully executed originals of such agreements or encumbrancesa Mortgage.

Real Estate Matters. Green Plains Notwithstanding the generality of the foregoing subsection (a), with respect to each parcel of Real Property acquired by each Borrower or Guarantor of Payment after the Closing Date, such Borrower or Guarantor of Payment shall have provided provide to Agent within 30 days after the following to VBV within the time periods provided (the “Title and Survey Materials”): written request thereof: (i) within twenty a Loan Policy of title insurance, ALTA 1970 Form B (20amended 10/17/70 and 10/17/84) issued to Agent, for the benefit of the Banks, by a title company acceptable to Agent and the Banks (the "Title Company"), in an amount equal to the lesser of the Total Commitment Amount or the appraised value of the Real Property insuring the related Mortgage to be a valid, first-priority lien in the Real Property, free and clear of all defects and encumbrances except such matters of record as accepted by Agent and the Banks, in their sole discretion, and shown as Permitted Encumbrances in "Exhibit B" to such Mortgage, with such endorsements and affirmative insurance as Agent and the Banks may require, including without limitation: (A) the deletion of all so-called "standard exceptions" from such policy; (B) a so-called "comprehensive" endorsement in form and substance acceptable to Agent and the Banks; (C) affirmative insurance coverage regarding access, compliance with respect to restrictive covenants and any other matters to which Agent and the Banks may have objection or require affirmative insurance coverage; and (D) the results of a federal tax lien search in the county wherein the Real Property is located and each Borrower has its principal place of business. (ii) a current (certified not more than thirty (30) days prior to the Closing Date (other than surveys for date of the Green Plains Grain Company, LLC Owned Mortgage granted in favor of Agent with respect to such Real Property) "as-built" survey of the Real Property which shall be provided within prepared by a licensed surveyor acceptable to Agent and the time period required by Banks, certified to Agent and the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary Banks and sufficient for the Title Company pursuant to remove any exceptions certificate of survey acceptable to Bank and the Banks. Such survey shall be in form and substance acceptable to Agent and the Banks, in their sole discretion, shall be made in accordance with the "Minimum Standard Detail Requirements for matters otherwise disclosed Land Title Surveys" adopted by an accurate survey from the American Land Title Policies defined below; Association in 1999, and shall show, without limitation: (iiA) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”) with respect to each location of the parcels perimeter of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company courses and distances with all reference points shown or another reputable referred to in the aforesaid title insurance company reasonably acceptable to VBV policy; (“Title Company”B) all easements (including those easements whose existence is disclosed by physical inspection of the Real Property), with such reinsurance as rights-of-way and the parties may agree, within location of all utility lines servicing the previous six improvements on the Real Property; (6C) months the established building lines; (and updated as requested by VBV as D) the full legal description of the Closing Datereal estate (conforming to the legal description set forth in the aforesaid title policy) reflecting title and a certification as to each of the parcels of Owned acreage and square footage thereof; (E) the highway and street right-of-way lines abutting the Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned width thereof; and (F) encroachments upon the Real Property for and the business purposes represented by Green Plains (including without limitation rail spurs extent thereof in feet and track); and inches; (iii) within forty-five days prior a copy of the certificate of occupancy for each building located on the Real Property issued by the city in which such Real Property is located; (iv) evidence satisfactory to Agent and the Banks of compliance with all building and zoning codes applicable to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any Real Property; (v) evidence of the Owned availability and adequacy of utilities for the buildings located on the Real Property; (vi) evidence to the satisfaction of Agent and the Banks, in their sole discretion, that no portion of the Real Property disclosed is located in a Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Title Policies or otherwise discovered in Flood Maps maintained by the course of VBV’s review Federal Emergency Management Agency; and (vii) two fully executed originals of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrancesMortgage.

Real Estate Matters. Green Plains The Credit Parties shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior delivered to the Closing Date Administrative Agent (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”x) with respect to each parcel of Real Property subject to a Mortgage as of the parcels Closing Date, and (y) with respect to each parcel of Owned Real Property owned acquired by Green Plains a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section 6.10(a) above, within 90 days or any such longer period as the Administrative Agent may agree after such parcel of its Subsidiaries Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association ( ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount reasonably approximate determined by the Borrower and reasonably agreed to by the Administrative Agent (taking into account the estimated value of the property involved by relying upon, among other things, the purchase price (if any), the net book value and/or tax assessed value of such Real Property), insuring fee simple title to such fee-owned Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, provided that in no event shall Borrower be obligated to obtain a creditor’s rights endorsement to such Title Policy, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, provided, further, that each of the foregoing subclauses (1) and (2) are available in the relevant jurisdiction at commercially reasonable rates; (ii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy, to the extent in the possession or under the control of Borrower; (iii) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; and (iv) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request. Notwithstanding anything herein to the contrary, in the event a Mortgaged Property is located in a jurisdiction which imposes mortgage recording tax, intangible tax, documentary stamp tax or similar charges or fees, the total amount secured by the applicable Mortgage shall not exceed the fair market value of such Owned Real Mortgaged Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), with such reinsurance as the parties may agree, within the previous six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected determined in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrances.accordance with