Common use of Title Insurance Policies and Exceptions Clause in Contracts

Title Insurance Policies and Exceptions. (a) EXHIBIT F hereto contains preliminary title reports for the Real Property and the Real Property Leases (the "TITLE REPORTS"). All title exceptions shown on the Title Reports are hereinafter referred to as the "PERMITTED EXCEPTIONS." The Permitted Exceptions shall also include those other title exceptions which are disclosed or become apparent to Purchaser after the date hereof, which are not already Permitted Exceptions, which cannot be removed by the payment of a sum of money, which are not caused by the intentional act of a Seller or any Affiliate of a Seller after the date hereof, and which do not materially adversely affect the value of the Real Property or Improvements, or the continued use thereof as currently conducted, or as to which Purchaser has not timely objected. (b) Sellers shall cause all title exceptions shown on the Title Reports (other than Permitted Exceptions) not approved by Purchaser to be removed on or before the Closing. Sellers, however, shall have the right to (i) cause the Title Companies to remove any Liens by bonding over such Liens or (ii) obtain the commitment of the appropriate Title Companies to insure Purchaser against loss or damage that may be occasioned by such exceptions that are not Permitted Exceptions. (c) Prior to the Closing, Purchaser shall obtain ALTA extended owner's policies of title insurance covering the Real Property owned by any Seller (the "OWNED REAL PROPERTY") and lessee's policies of title insurance covering Real Property in which any Seller has a leasehold interest (the "LEASED REAL PROPERTY") (Forms B-1970) (Amended 4-6-90), with gap coverage for any Real Property that will be conveyed to Purchaser at the Closing before the corresponding deeds or Real Property Leases are recorded with the appropriate local recording office, issued by title insurance companies reasonably acceptable to Purchaser and Sellers in their respective reasonable discretion (the "TITLE COMPANIES"), insuring that Purchaser has fee title to the Owned Real Property and Improvements thereon and valid leasehold interests in the Leased Real Property and Improvements thereon, subject only to (i) the Permitted Exceptions, (ii) liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for the Title Companies' Extended Coverage Form ALTA Owner's Policy of Title Insurance or Lessee's Policy of Title Insurance, as the case may be, including any and all endorsements (excluding zoning endorsements) and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Assets as Purchaser shall reasonably request, and (iv) those exceptions arising after the Transfer Time and approved by Purchaser as provided above (the "TITLE Policies"). The aggregate coverage amount of the Title Policies for the Real Property and Improvements shall be the Purchase Price. (d) Sellers and Purchaser shall share equally the cost of the premiums for the Title Policies and the endorsements up to the aggregate coverage amount specified in paragraph (c) of this Section and the cost of the surveys specified in PARAGRAPH (E) of this Section. Sellers and Purchaser shall cooperate diligently to provide customary documents required by the Title Companies as condition to the issuance of the Title Policies. (e) If reasonably required in order for Purchaser to obtain the Title Policies, Sellers shall order surveys to be prepared and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA and ACSM in 1997 and including all ALTA optional items except No. 5 (Contour Maps) and No. 12 (Governmental Agency Survey Requirements). Any such surveys shall include a certification as to whether any of the Real Property and Improvements are located in a floodplain or designated floodway and such information as may be required by any of the Title Companies to issue extended coverage (consistent with all matters shown on the survey) over all general printed exceptions to title.

Title Insurance Policies and Exceptions. (a) EXHIBIT Exhibit F hereto contains preliminary title reports for the Real Property and the Real Property Leases (the "TITLE REPORTSTitle Reports"). All title exceptions shown on the Title Reports are hereinafter referred to as the "PERMITTED EXCEPTIONSPermitted Exceptions." The Permitted Exceptions shall also include those other title exceptions which are disclosed or become apparent to Purchaser after the date hereof, which are not already Permitted Exceptions, which cannot be removed by the payment of a sum of money, which are not caused by the intentional act of a Seller or any Affiliate of a Seller after the date hereof, and which do not materially adversely affect the value of the Real Property or Improvements, or the continued use thereof as currently conducted, or as to which Purchaser has not timely objected. (b) Sellers shall cause all title exceptions shown on the Title Reports (other than Permitted Exceptions) not approved by Purchaser to be removed on or before the Closing. Sellers, however, shall have the right to (i) cause the Title Companies to remove any Liens by bonding over such Liens or (ii) obtain the commitment of the appropriate Title Companies to insure Purchaser against loss or damage that may be occasioned by such exceptions that are not Permitted Exceptions. (c) Prior to the Closing, Purchaser shall obtain ALTA extended owner's policies of title insurance covering the Real Property owned by any Seller (the "OWNED REAL PROPERTYOwned Real Property") and lessee's policies of title insurance covering Real Property in which any Seller has a leasehold interest (the "LEASED REAL PROPERTYLeased Real Property") (Forms B-1970) (Amended 4-6-90), with gap coverage for any Real Property that will be conveyed to Purchaser at the Closing before the corresponding deeds or Real Property Leases are recorded with the appropriate local recording office, issued by title insurance companies reasonably acceptable to Purchaser and Sellers in their respective reasonable discretion (the "TITLE COMPANIESTitle Companies"), insuring that Purchaser has fee title to the Owned Real Property and Improvements thereon and valid leasehold interests in the Leased Real Property and Improvements thereon, subject only to (i) the Permitted Exceptions, (ii) liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for the Title Companies' Extended Coverage Form ALTA Owner's Policy of Title Insurance or Lessee's Policy of Title Insurance, as the case may be, including any and all endorsements (excluding zoning endorsements) and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Assets as Purchaser shall reasonably request, and (iv) those exceptions arising after the Transfer Time and approved by Purchaser as provided above (the "TITLE Title Policies"). The aggregate coverage amount of the Title Policies for the Real Property and Improvements shall be the Purchase Price. (d) Sellers and Purchaser shall share equally the cost of the premiums for the Title Policies and the endorsements up to the aggregate coverage amount specified in paragraph (c) of this Section and the cost of the surveys specified in PARAGRAPH paragraph (Ee) of this Section. Sellers and Purchaser shall cooperate diligently to provide customary documents required by the Title Companies as condition to the issuance of the Title Policies. (e) If reasonably required in order for Purchaser to obtain the Title Policies, Sellers shall order surveys to be prepared and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA and ACSM in 1997 and including all ALTA optional items except No. 5 (Contour Maps) and No. 12 (Governmental Agency Survey Requirements). Any such surveys shall include a certification as to whether any of the Real Property and Improvements are located in a floodplain or designated floodway and such information as may be required by any of the Title Companies to issue extended coverage (consistent with all matters shown on the survey) over all general printed exceptions to title.

Title Insurance Policies and Exceptions. (a) EXHIBIT Exhibit F hereto contains preliminary title reports for the --------- Real Property and the Real Property Leases (the "TITLE REPORTSTitle Reports"). All title exceptions shown on the Title Reports are hereinafter referred to as the "PERMITTED EXCEPTIONSPermitted Exceptions." The Permitted Exceptions shall also include those other title exceptions which are disclosed or become apparent to Purchaser after the date hereof, which are not already Permitted Exceptions, which cannot be removed by the payment of a sum of money, which are not caused by the intentional act of a Seller or any Affiliate of a Seller after the date hereof, and which do not materially adversely affect the value of the Real Property or Improvements, or the continued use thereof as currently conducted, or as to which Purchaser has not timely objected. (b) Sellers shall cause all title exceptions shown on the Title Reports (other than Permitted Exceptions) not approved by Purchaser to be removed on or before the Closing. Sellers, however, shall have the right to (i) cause the Title Companies to remove any Liens by bonding over such Liens or (ii) obtain the commitment of the appropriate Title Companies to insure Purchaser against loss or damage that may be occasioned by such exceptions that are not Permitted Exceptions. (c) Prior to the Closing, Purchaser shall obtain ALTA extended owner's policies of title insurance covering the Real Property owned by any Seller (the "OWNED REAL PROPERTYOwned Real Property") and lessee's policies of title insurance covering Real Property in which any Seller has a leasehold interest (the "LEASED REAL PROPERTYLeased Real Property") (Forms B-1970) (Amended 4-6-90), with gap coverage for any Real Property that will be conveyed to Purchaser at the Closing before the corresponding deeds or Real Property Leases are recorded with the appropriate local recording office, issued by title insurance companies reasonably acceptable to Purchaser and Sellers in their respective reasonable discretion (the "TITLE COMPANIESTitle Companies"), insuring that Purchaser has fee title to the Owned Real Property and Improvements thereon and valid leasehold interests in the Leased Real Property and Improvements thereon, subject only to (i) the Permitted Exceptions, (ii) liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for the Title Companies' " Extended Coverage Form ALTA Owner's Policy of Title Insurance or Lessee's Policy of Title Insurance, as the case may be, including any and all endorsements (excluding zoning endorsements) and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Assets as Purchaser shall reasonably request, and (iv) those exceptions arising after the Transfer Time and approved by Purchaser as provided above (the "TITLE Title Policies"). The aggregate coverage amount of the Title Policies for the Real Property and Improvements shall be the Purchase Price. (d) Sellers and Purchaser shall share equally the cost of the premiums for the Title Policies and the endorsements up to the aggregate coverage amount specified in paragraph (c) of this Section and the cost of the surveys specified in PARAGRAPH (E) of this Section. Sellers and Purchaser shall cooperate diligently to provide customary documents required by the Title Companies as condition to the issuance of the Title Policies. (e) If reasonably required in order for Purchaser to obtain the Title Policies, Sellers shall order surveys to be prepared and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA and ACSM in 1997 and including all ALTA optional items except No. 5 (Contour Maps) and No. 12 (Governmental Agency Survey Requirements). Any such surveys shall include a certification as to whether any of the Real Property and Improvements are located in a floodplain or designated floodway and such information as may be required by any of the Title Companies to issue extended coverage (consistent with all matters shown on the survey) over all general printed exceptions to title.

Title Insurance Policies and Exceptions. (a) EXHIBIT F hereto contains preliminary Purchaser acknowledges receipt of the Title Report, all documents of record listed as title reports for exceptions in the Real Property Title Report and the Real Property Leases (the "TITLE REPORTS"). All title exceptions shown Survey as they exist on the date of this Agreement. Seller will deliver promptly to Purchaser, and in any event within ten Business Days after Seller's receipt thereof, copies of any further amendments or modifications to the Title Reports are hereinafter referred Report. (b) In addition to as the "PERMITTED EXCEPTIONS." The Permitted Exceptions shall also identified on Schedule 5.07(b), Permitted Exceptions include those other title exceptions which meet all of the following criteria: they (i) are disclosed or become apparent to Purchaser after the date hereofof the original execution of this Agreement (without regard to any subsequent amendments), which (ii) are not already Permitted Exceptions, which (iii) cannot be removed by the payment of a sum of money, which (iv) are not caused by the intentional act of a Seller or any an Affiliate of a Seller after the date hereof, specified in subclause (i) above and which (v) do not materially and adversely affect the value of the Owned Real Property or Improvements, or the continued use thereof as currently conducted, conducted or as to which Purchaser has not timely objectedre-themed as a Planet Hollywood Hotel & Casino. (bc) Sellers Seller shall cause all title exceptions shown on the Title Reports Report (other than Permitted Exceptions) not approved by Purchaser to be removed on or before the Closing. SellersIn lieu of removing them, however, Seller shall have the right to (i) cause the Title Companies Company to remove any Liens by bonding (or causing the bonding) over such Liens or (ii) obtain the commitment of the appropriate Title Companies Company to insure Purchaser against loss or damage that may be occasioned by such exceptions that are not Permitted Exceptions. (cd) Prior to At the Closing, Purchaser Seller shall obtain cause the Title Company to issue an ALTA extended coverage owner's policies policy of title insurance covering the Real Property owned by any Seller (the "OWNED REAL PROPERTY") and lesseean ALTA extended coverage mortgagee's policies policy of title insurance in favor of the Restated Credit Agreement Agent covering the Owned Real Property in which any Seller has a leasehold interest (the "LEASED REAL PROPERTY") (Forms B-1970) (Amended 4-6-90)Property, with gap coverage for any Owned Real Property that will be conveyed to Purchaser at the Closing before the corresponding deeds or Real Property Leases are Deed is recorded with in the appropriate local recording officeOfficial Records of Clark County, issued by title insurance companies reasonably acceptable to Purchaser and Sellers in their respective reasonable discretion (the "TITLE COMPANIES")Nevada, insuring that Purchaser has fee title to titlx xx the Owned Real Property and Improvements thereon and valid leasehold interests in the Leased Real Property and Improvements thereonProperty, subject only to (i) the Permitted Exceptions, (ii) liens for taxes not yet due and payable, payable and (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for the Title Companies' Extended Coverage Form ALTA Owner's Policy of Title Insurance or Lessee's Policy of Title Insurance, as the case may be, including any and all endorsements (excluding zoning endorsements) and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Assets as Purchaser shall reasonably request, and (iv) those exceptions arising after the Transfer Time and approved by Purchaser as provided above (the "TITLE PoliciesTitle Policy"). The aggregate coverage amount of the Title Policies for the Real Property and Improvements shall be the Purchase Price. (de) Sellers and Purchaser shall share equally the cost of the premiums for the Title Policies and the endorsements up to the aggregate coverage amount specified in paragraph (c) of this Section and the cost of the surveys specified in PARAGRAPH (E) of this Section. Sellers Seller and Purchaser shall cooperate diligently through the Closing Date to provide customary documents required by the Title Companies Company as a condition to the issuance of the Title PoliciesPolicy, including, without limitation, all affidavits and indemnities reasonably required by the Title Company for the issuance of the Title Policy. (ef) If reasonably required Seller shall pay the following costs: (i) the premium for a CLTA standard coverage title policy with a limit of liability equal to $600,000,000; (ii) the real property transfer tax imposed on the Deed pursuant to NRS Chapter 375 (to the extent Seller is not exempt from paying such transfer tax); (iii) one-half of the Escrow Fee; and (iv) the cost of the Survey, subject to Purchaser's obligation to reimburse Seller for one-half of the cost of the Survey if and when the Closing takes place. (g) Purchaser shall pay the following costs: (i) the difference in order cost between the premium for Purchaser to obtain the Title Policies, Sellers shall order surveys to be prepared a CLTA standard coverage title policy and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA extended coverage; (ii) the costs of any and ACSM in 1997 all endorsements requested by Purchaser; (iii) the costs of reinsurance (if any); (iv) fees for recording and including all ALTA optional items except No. 5 filing the Deed and Restated Credit Facility Security Instruments; (Contour Mapsv) and No. 12 (Governmental Agency Survey Requirements). Any such surveys shall include a certification as to whether any one-half of the Real Property Escrow Fee; and Improvements are located in a floodplain or designated floodway and such information as may be required by any (vi) one-half of the Title Companies cost of the Survey, by reimbursement to issue extended coverage (consistent with all matters shown on Seller of such cost, if and when the survey) over all general printed exceptions to titleClosing takes place.