Common use of Title and Title Insurance Clause in Contracts

Title and Title Insurance. Lessor and the Administrative Agent shall have received from the Title Insurance Company (i) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Ground Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Ground Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (ii) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein. The Title Policies shall be dated as of the Initial Advance Date and, to the extent permitted under Applicable Laws, shall, as applicable: (v) contain affirmative endorsements as to mechanics’ liens, zoning, comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete survey exclusions, (y) contain endorsements regarding the effect of recharacterization, and (z) contain such other endorsements reasonably requested by the Participants.

Title and Title Insurance. (i) Lessor and the Administrative Collateral Agent shall have received from the Title Insurance Company a Texas Form (iT-1 Rev. 4-02) an ALTA 2006 ownerOwner’s policy Policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property Title Insurance (the “Owner’s Ground Lease Policy”), reasonably acceptable ) in form and substance acceptable to LessorCollateral Agent, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant fee simple title to the Ground LeaseSubject Property, subject subject, in each case case, to the Related Agreements which constitute leases, such exceptions to title as are acceptable to Collateral Agent, in an amount equal to the aggregate Loan Commitment, together with complete, legible copies of all encumbrances, maps and surveys of record, (ii) Collateral Agent, for the benefit of the Participants, shall have received from the Title Insurance Company, a Texas Form (T-2 Rev. 1-1-93) Mortgagee Policy of Title Insurance (the “Lenders’ Policy”; together with the Owner’s Policy, the “Title Policies”), in form and substance acceptable to Collateral Agent, insuring the Lien of the Deed of Trust as a valid first priority Lien against the Subject Property subject to such exceptions to title as are acceptable to LessorCollateral Agent, in an amount equal to the Aggregate Commitment Amount Amount, together with complete, legible copies of all documents referenced as exceptions thereinencumbrances and plats of record, (ii) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein. The Title Policies shall be dated as of the Initial Advance Closing Date and, to the extent permitted under Applicable Laws, shall, as applicable: shall (vto the extent available under Texas law): (w) contain affirmative endorsements as to mechanics’ liens, doing business, usury, zoning, comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete the creditors’ rights and survey exclusions, (y) contain endorsements regarding the effect of recharacterization, recharacterization and (z) contain such other endorsements reasonably requested by the ParticipantsCollateral Agent.

Title and Title Insurance. Lessor (a) Within 30 days after the Effective Date, Seller, at Seller’s sole cost and expense, shall cause to be furnished to City a current title commitment (“Title Commitment”) for title insurance, setting forth the status of title of the Land, together with legible copies of all recorded instruments referred to in the Commitment (collectively, the “Title Documents”). (b) The Title Company shall also provide City with copies of tax certificates evidencing that all ad valorem taxes due and payable for periods prior to the calendar year in which the applicable Closing occurs have been paid in full. (c) City shall notify Seller in writing (an “Objection Notice”), within 90 days after the Effective Date, which exceptions to title or requirements set forth in the Commitment, if any, will not be accepted by City (each, a “Title Objection”). If City fails to provide an Objection Notice regarding any Title Objection within said period, City shall be deemed to have approved the condition of title to the Land (subject to the provisions of Section 7(d) below with respect to New Exceptions), and the Administrative Agent matters shown on the Title Commitment shall be deemed Permitted Exceptions with respect to the Unit; provided, however, monetary liens shall automatically constitute a Title Objection not requiring notice from City and Seller shall discharge and remove any deed of trust, construction finance liens and any and all other monetary liens with respect to the Unit. (d) If City provides Seller with an Objection Notice, Seller shall have received from 30 days after receipt of the Objection Notice to notify City (a “Title Insurance Company Response”) (i) which Title Objections that Seller will remove on or before Closing, if any; or (ii) that Seller elects not to cause any such Title Objections to be removed. If Seller fails to provide a Title Response to City within such 30-day period, Seller will be deemed to have elected not to cause any Title Objections to be removed. If Seller provides the Title Response pursuant to clause (ii) above, or if Seller does not respond to City’s Objection Notice and is deemed to have elected not to cause any Title Objections to be removed or addressed, City may either terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4(b), or proceed with Closing and take title to the Property without any reduction in the Purchase Price and subject to all such Title Objections that Seller does not elect to remove from title. Except as otherwise provided herein, if City does not terminate this Agreement under Section 4(b), City shall be deemed to have elected to take title to the Unit subject to all Title Objections that Seller does not elect to remove from title, each of which shall be Permitted Exceptions. (e) Notwithstanding the foregoing, if the Title Documents are re-issued or updated prior to Closing and include any additional matter or disclosure (“New Exceptions”), City shall have the right to send an Objection Notice to Seller within 10 days of City’s receipt thereof (but in no event after the Closing Date) objecting to such New Exceptions (other than Permitted Exceptions), each of which items raised in such Objection Notice shall be deemed to be Title Objections. Any New Exceptions not specifically identified in an Objection Notice shall be deemed to be a Permitted Exception. If City delivers an Objection Notice within the applicable time periods referred to in this Section 7(e), Seller shall have the right, but not the obligation, to attempt to cure any such Title Objection. Within 10 days after receipt of an Objection Notice, Seller shall notify City in writing whether Seller elects to attempt to cure any such additional Title Objections. If Seller fails to provide such notice within such 10-day period, Seller will be deemed to have elected not to cause any New Exception to be removed; provided, however, Seller shall discharge and remove any deed of trust, construction finance liens and any and all other monetary liens with respect to the Unit. If Seller elects to attempt to cure any such additional Title Objections, Seller shall have until the Closing Date to attempt to remove, satisfy or cure the same. If Seller elects or is deemed to have elected not to cure any additional Title Objection, or if Seller is unable to effect a cure of such additional Title Objections prior to the Closing Date (or during such reasonable extension thereof as permitted herein), City shall elect, within 10 days after (A) Seller’s election or deemed election not to cure any such additional Title Objection, or (B) receipt of written notice from Seller that Seller is unable to effect a cure of such additional Title Objections, as the case may be, one of the following options: (i) to accept a conveyance of the Unit subject to the Permitted Exceptions and any additional Title Objections that Seller is unwilling or unable to cure, and without reduction of the Purchase Price, in which case, such additional Title Objections shall be deemed to be a Permitted Exception; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to City, and thereafter neither Party hereto shall have any further rights, duties, obligations and/or liabilities under this Agreement except for those rights, duties, obligations and/or liabilities which expressly survive the termination of this Agreement. If City shall fail to notify Seller in writing of City’s election under the preceding sentence within such 10-day period, City shall be deemed to have elected to accept the conveyance of the Unit under clause (i) of this Section 7(e). So long as Seller has promptly initiated a cure of any applicable Title Objection(s) and is diligently pursuing the same, Seller shall be entitled to extend the Closing for a period of time not to exceed 60 days in the aggregate, in order to address or remove such Title Objection(s), which extension shall be effectuated upon delivery of written notice thereof by Seller to City at least 10 days prior to the then-scheduled Closing Date. (f) City’s obligation to purchase the Unit is conditioned on the Title Company issuing to City a 2021 ALTA 2006 form of extended coverage owner’s policy of title insurance (or an irrevocable commitment for specifically, deletion of standard exceptions #1, 2, 3 and 4) in the issuance thereof) with respect amount of the Purchase Price insuring that City holds fee simple title to the Leased Property Unit, subject only to the Permitted Exceptions and with all endorsements, if any, requested by City (the “Owner’s Ground Lease Title Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Ground Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (ii) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein. The Title Policies shall be dated as of the Initial Advance Date and, to the extent permitted under Applicable Laws, shall, as applicable: (v) contain affirmative endorsements as to mechanics’ liens, zoning, comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete survey exclusions, (y) contain endorsements regarding the effect of recharacterization, and (z) contain such other endorsements reasonably requested by the Participants.

Title and Title Insurance. Lessor and the Administrative Agent shall have received from the Title Insurance Company (i) an ALTA 2006 leasehold owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the Table of Contents “Owner’s Ground Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable Lessor’s leasehold interest in the Leased Property pursuant to the Ground LeaseProperty, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, therein and (ii) an ALTA 2006 ownerlender’s policy of title insurance and naming Lessor as the insured (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Lender’s Policy”, and together with the Owner’s Authority Lease Policy, each a “Title Policy”, and collectively the “Title Policies”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, Lessor and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein. The Title Policies shall be dated as of the Initial Advance Date and, to the extent permitted under Applicable Laws, shall, as applicable: (v) contain affirmative endorsements as to mechanics’ liens, zoning, comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete survey exclusions, (y) contain endorsements regarding the effect of recharacterization, and (z) contain such other endorsements reasonably requested by the Participants.

Title and Title Insurance. Lessor and the Administrative Agent shall have received from the Title Insurance Company (i) an a current ALTA 2006 1970 owner’s 's policy of title insurance with respect to the Leased Property, including the Land and the Financed Improvements (or an irrevocable commitment for the issuance thereof), reasonably acceptable in form and substance to Administrative Agent (the "OWNER'S POLICY"), insuring that Lessor has good and indefeasible title to the Leased Property, subject to other exceptions to title as are reasonably acceptable to each Participant, in an amount equal to the aggregate Commitments, together with complete, legible copies of all encumbrances, maps and surveys of record. Alternatively, Lessor shall have received from the Title Insurance Company (or an irrevocable commitment for the issuance thereof) with respect such title endorsements (including, without limitation, a date-down endorsement and CLTA Endorsement Form 107.2 (or the Colorado equivalent) to the Leased Property Lessor's owner's policy of title insurance (the “Owner’s Ground Lease Policy”Policy No. CTAN705337, dated as of March 7, 2000)), reasonably acceptable in form and substance to LessorAdministrative Agent, sufficient to insure Lessor in the same manner as the Owner's Policy referred to above. Administrative Agent, for the benefit of the Participants, shall have received from the Title Insurance Company (or an irrevocable commitment for the issuance thereof), an ALTA 1970 lenders' policy of title insurance (the "LENDERS' POLICY"; and, together with the Owner's Policy, the "TITLE POLICIES"), reasonably acceptable in form and substance to Administrative Agent, insuring that Lessor has the Lien of the Deed of Trust as a good and marketable leasehold interest in valid first priority Lien against the Leased Property pursuant to the Ground LeaseMortgaged Property, subject in each case to such exceptions to title as are reasonably acceptable to LessorAdministrative Agent, in an amount equal to the Aggregate Commitment Amount aggregate Commitments, together with complete, legible copies of all documents referenced as exceptions thereinencumbrances and plats of record. Alternatively, (ii) an ALTA 2006 owner’s policy Administrative Agent, for the benefit of title insurance the Participants, shall have received from the Title Insurance Company (or an irrevocable commitment for the issuance thereof) with respect such title endorsements (including, without limitation, CLTA Endorsement Forms 110.5 and 107.2 (or the Colorado equivalent) to the Leased Property Administrative Agent's lender's policy of title insurance (the “Owner’s Authority Lease Policy”Policy Xx. XXXX000000, dated as of March 7, 2000)), reasonably acceptable in form and substance to LessorAdministrative Agent, insuring that Lessor has a good and marketable leasehold interest sufficient to insure Administrative Agent's Lien under the Deed of Trust in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title same manner as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance ' Policy referred to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions thereinabove. The Title Policies shall be dated as of the Initial Advance Date and, to the extent permitted under Applicable Laws, shall, as applicable: (vx) contain affirmative endorsements as to mechanics’ ' liens, doing business, usury, Form 3.0 zoning, Form B-1 comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, variable rate, survey and creditor's rights exception revisions and revision of access and survey matters, (x) delete survey exclusionsthe standard tax exception, (y) contain endorsements or other assurances acceptable to Administrative Agent in its sole discretion, regarding the effect of recharacterization, recharacterization of the Lease and (z) contain such other endorsements as shall reasonably be requested by Administrative Agent (including, without limitation, the Participantstitle endorsements previously issued by the Title Insurance Company in connection with Lessor's owner's title policy and Administrative Agent's lender's title policy previously issued in connection with the Leased Property and the Mortgaged Property, respectively).

Title and Title Insurance. (i) Lessor and the Administrative Collateral Agent shall have received from the Title Insurance Company a Texas Form (iT-1) an ALTA 2006 ownerOwner’s policy Policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property Title Insurance (the “Owner’s Ground Lease Policy”), reasonably acceptable ) in form and substance acceptable to LessorCollateral Agent, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant fee simple title to the Ground LeaseSubject Property, subject subject, in each case case, to the Related Agreements which constitute leases and the CSC Sublease, such exceptions to title as are acceptable to Collateral Agent, in an amount equal to the aggregate Loan Commitment, together with complete, legible copies of all encumbrances, maps and surveys of record, (ii) Collateral Agent, for the benefit of the Participants, shall have received from the Title Insurance Company, a Texas Form (T-2) Mortgagee Policy of Title Insurance (the “Lenders’ Policy”; together with the Owner’s Policy, the “Title Policies”), in form and substance acceptable to Collateral Agent, insuring the Lien of the Deed of Trust as a valid first priority Lien against the Subject Property subject to such exceptions to title as are acceptable to LessorCollateral Agent, in an amount equal to the Aggregate Commitment Amount Amount, together with complete, legible copies of all documents referenced as exceptions thereinencumbrances and plats of record, (ii) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein. The Title Policies shall be dated as of the Initial Advance Closing Date and, to the extent permitted under Applicable Laws, shall, as applicable: shall (vto the extent available under Texas law): (w) contain affirmative endorsements as to mechanics’ liens, doing business, usury, zoning, comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete the creditors’ rights and survey exclusions, (y) contain endorsements regarding the effect of recharacterization, recharacterization and (z) contain such other endorsements reasonably requested by the ParticipantsCollateral Agent.

Title and Title Insurance. Lessor and the Administrative Agent shall have received from the Title Insurance Company (i) title insurance company selected by Lessee and reasonably acceptable to Administrative Agent an ALTA 2006 1970 (if available without material additional premium) or if the ALTA 1970 is not available, ALTA 1992 (deleting by endorsement the creditors rights exception and arbitration provisions contained therein, if such deletions are available under applicable state law without material additional premium), owners or leasehold owner’s 's, as applicable, policy of title insurance with respect to such Site and an ALTA 1970 (or, if the ALTA 1970 is not available, ALTA 1992 (deleting by endorsement the creditors rights exception and arbitration provisions contained therein if such deletions are available under applicable state law), in each case, without material additional premium) owner's policy of title insurance with respect to the Site and the Site Improvements (or an irrevocable commitment for the issuance thereof), reasonably acceptable in form and substance to Administrative Agent (the "Owner's Policy"), insuring that Trustee has good and marketable fee and title or a valid leasehold interest, as applicable, to such Site and title to the Site Improvements to be constructed thereon, subject to such exceptions to title as are reasonably acceptable to Administrative Agent, in an amount equal to the Facility Insurable Amount together with complete, legible copies of all encumbrances, maps and surveys of record. Administrative Agent, for the benefit of the Participants, shall have received from such title insurance company, an ALTA 1970 form of loan policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to (if available without material additional premium) or if the Leased Property ALTA 1970 is not available, ALTA 1992 (deleting by endorsement the creditors rights exception and arbitration provisions contained therein, if such deletions are available under applicable state law without material additional premium) (the “"Lenders' Policy"; together with the Owner’s Ground Lease 's Policy”, the "Title Policies"), reasonably acceptable in form and substance to LessorAdministrative Agent, insuring that Lessor has the Lien of the Mortgage as a good and marketable leasehold interest in valid first priority Lien against the Leased Mortgaged Property pursuant to the Ground Lease, subject in each case to such exceptions to title as are reasonably acceptable to LessorAdministrative Agent, in an amount equal to the Aggregate Commitment Amount Facility Insurable Amount, together with complete, legible copies of all documents referenced as exceptions therein, (ii) an ALTA 2006 owner’s policy encumbrances and plats of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions thereinrecord. The Title Policies shall be dated as of the Initial Advance Site Acquisition Date and, to the extent permitted under Applicable Laws, shall, as applicable: (vw) contain affirmative endorsements as to mechanics’ ' liens, zoningdoing business, usury, Form 3.0 zoning (unless other evidence of zoning reasonably satisfactory to Administrative Agent is provided), Form B-1 comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete creditors' rights and survey exclusions, (y) contain endorsements regarding the effect of recharacterization, recharacterization and (z) contain such other endorsements reasonably requested by Administrative Agent. Notwithstanding the Participantsforegoing, provided that an Advance for Site Acquisition Costs is not requested prior to the date of the Initial Construction Advance applicable to such Site, Lessee's obligation to deliver the Lenders' Policy pursuant to this clause (e) shall instead be deemed a condition to the Initial Construction Advance pursuant to Section 6.4. If the foregoing sentence applies, the Owner's Policy delivered on the Site Acquisition Date pursuant to this clause (e) shall be in an amount equal to the purchase price paid by the applicable PPL Group Member for the fee interest in real property constituting such Site, provided that at the date the Lenders' Policy is delivered pursuant to Section 6.4, Lessee shall cause the Owner's Policy originally issued on the Site Acquisition Date to be reissued or amended to an amount not less than the Lenders' Policy.

Title and Title Insurance. Lessor shall have received from the Title Insurance Company a current ALTA 1970 owner's policy of title insurance with respect to the Leased Property, including the Land, the Facility and the Tenant Improvements (or an irrevocable commitment for the issuance thereof), reasonably acceptable in form and substance to Administrative Agent (the "OWNER'S POLICY"), insuring that Lessor has good and indefeasible title to the Leased Property, subject to other exceptions to title as are reasonably acceptable to each Participant, in an amount equal to the aggregate Commitments, together with complete, legible copies of all encumbrances, maps and surveys of record. Administrative Agent, for the benefit of the Participants, shall have received from the Title Insurance Company (i) an ALTA 2006 owner’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property ), an ALTA 1970 lenders' policy of title insurance (the “"LENDERS' POLICY"; and, together with the Owner’s Ground Lease 's Policy”, the "TITLE POLICIES"), reasonably acceptable in form and substance to LessorAdministrative Agent, insuring that Lessor has the Lien of the Deed of Trust as a good and marketable leasehold interest in valid first priority Lien against the Leased Property pursuant to the Ground LeaseMortgaged Property, subject in each case to such exceptions to title as are reasonably acceptable to LessorAdministrative Agent, in an amount equal to the Aggregate Commitment Amount aggregate Commitments, together with complete, legible copies of all documents referenced as exceptions therein, (ii) an ALTA 2006 owner’s policy encumbrances and plats of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Leased Property (the “Owner’s Authority Lease Policy”), reasonably acceptable in form and substance to Lessor, insuring that Lessor has a good and marketable leasehold interest in the Leased Property pursuant to the Authority Lease, subject in each case to such exceptions to title as are acceptable to Lessor, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, (iii) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Lenders’ Policy), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Lease as a valid first priority Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions therein, and (iv) an ALTA 2006 lender’s policy of title insurance (or an irrevocable commitment for the issuance thereof) with respect to the Site (the “Administrative Agent’s Policy”; together with the Owner’s Ground Lease Policy, the Owner’s Ground Sublease Policy, the Owner’s Authority Lease Policy and the Lenders’ Policy, the “Title Policies”), reasonably acceptable in form and substance to the Participants, insuring the Lien created by the Assignment of Leases as a valid Lien against the Leased Property, subject in each case to such exceptions to title as are acceptable to the Participants, in an amount equal to the Aggregate Commitment Amount together with complete, legible copies of all documents referenced as exceptions thereinrecord. The Title Policies shall be dated as of the Initial Advance Date and, to the extent permitted under Applicable Laws, shall, as applicable: (vx) contain affirmative endorsements as to mechanics’ ' liens, doing business, usury, Form 3.0 zoning, Form B-1 comprehensive coverage, encroachments, the nonviolation of covenants and restrictions, variable rate, survey and creditor's rights exception revisions and revision of access and survey matters, (x) delete survey exclusionsthe standard tax exception, (y) contain endorsements or other assurances acceptable to Administrative Agent in its sole discretion, regarding the effect of recharacterization, recharacterization of the Lease and (z) contain such other endorsements as shall reasonably be requested by the ParticipantsAdministrative Agent.