Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and Seller shall and shall cause each High Plains Entity (as applicable) to grant Buyer access to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller and each High Plains Entity (as applicable) shall provide Buyer with any existing Title Commitments and Surveys in its possession. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs and will contain no exceptions except for Assumed Liabilities or Permitted Liens. Seller and each High Plains Entity (as applicable) shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing customary representations and affidavits to Buyer’s title company), provided that neither Seller nor any High Plains Entity shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Assumed Liabilities or Permitted Liens, Buyer may notify Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not an Assumed Liability or Permitted Lien, and Seller shall and shall cause each High Plains Entity to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.
Title Insurance; Survey. (i) The Borrower shall have delivered to the Administrative Agent a Title Policy which has been reissued by the Title Insurer (the “Reissued Title Policy”) and such Reissued Title Policy (a) insures the continuing first priority of the Mortgage (subject only to (A) Permitted Priority Liens and (B) other Permitted Liens to the extent junior to the Liens granted for the benefit of the Secured Parties pursuant thereto) and otherwise in form and substance reasonably satisfactory to Administrative Agent, (b) is NEWYORK 8115155 (2K) 43 issued as of the Term Conversion Date, (c) contains only the coverage exceptions set forth in the Title Policy as of the Closing Date or that are otherwise approved by the Administrative Agent (provided, that any mechanics’ and materialmen’s exceptions included in the Title Policy shall be deleted in the Reissued Title Policy), (d) provides that the ALTA 32 endorsement to the Title Policy is of no further force or effect and (e) is in an amount equal to the Title Policy Amount.
(ii) The Borrower shall have delivered to the Administrative Agent a final “as‑built” survey of the Site, addressed to the Collateral Agent for the benefit of the Secured Parties, the Title Insurance Companies and the Borrower, updated to within thirty days of the Term Conversion Date, showing the completed Project, which survey shall be in form and substance reasonably satisfactory to the Collateral Agent and the Title Insurance Companies, and shall disclose no easements, rights-of-way or encumbrances, other than (A) Permitted Priority Liens and (B) other Permitted Liens to the extent junior to the Liens granted for the benefit of the Secured Parties pursuant to the Mortgage.
(iii) The Borrower shall have prepared and caused to be executed and recorded such amendments to the Mortgage or other confirmatory documents as may be reasonably requested by the Collateral Agent in order to protect, confirm or maintain the first-priority Lien of the Mortgage on the Mortgaged Property, as reflected in the final survey delivered pursuant to this Section 4.6(h).
Title Insurance; Survey. A Title Policy, together with any endorsements which Lender may require, insuring Lender, in the principal amount of the Loan, of the validity and the priority of the lien of the Mortgage upon the Property, subject only to matters approved by Lender in writing. During the term of the Loan, Borrower shall deliver to Lender, within ten (10) days of Lender’s written request, such other endorsements to the Title Policy as Lender may reasonably require with respect to the Property should any material change occur with regard to the Loan or the Property. A current survey of the Property, certified to Lender and the title insurer, showing the boundaries of the Property by courses and distances, together with a corresponding metes and bounds description, the actual or proposed location of all improvements, encroachments and restrictions, the location and width of all easements, utility lines, rights-of-way and building set-back lines, and notes referencing book and page numbers for the instruments granting the same.
Title Insurance; Survey. At Closing, as a condition precedent to Buyer's obligation to close, the Title Company shall issue to Buyer, at Buyer's sole cost and expense, an ALTA Owner's Form of title insurance policy in the form that is customary in the State of Virginia with extended coverage, owner's comprehensive, zoning, tax parcel, survey accuracy, contiguity, and access endorsements and other endorsements customary in Virginia as may be arranged by Buyer during the Due Diligence Period (the "Owner's Title Policy"), in the amount of the Purchase Price, insuring that fee simple title to the Real Property and the developer's and mall owner's interest in the REA's is vested in Buyer subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide, at Buyer's sole cost and expense, such additional endorsements (or amendments) to the Owner's Title Policy as Buyer may reasonably require, provided that (a) such additional endorsements (or amendments) shall be at no cost or additional liability to Seller, (b) Buyer's obligations under this Agreement shall not be conditioned upon Buyer's ability to obtain such additional endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement (the "Transaction") without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer's request. Buyer shall be required to pay all costs incurred in connection with the Survey and any update or modification of the Survey requested by Buyer.
Title Insurance; Survey. Purchaser and Seller shall work together to, as soon as practicable and, in any event, no later than ten (10) days prior to Closing, obtain the following items with respect to the Purchased Real Property:
Title Insurance; Survey i. A commitment for an Owner’s Policy of Title Insurance for the Property (“Title Commitment”), issued by Attorneys’ Title Insurance Fund, Inc., (“Title Company”), which shall be dated down as of a date not more than thirty (30) days prior to the anticipated date of the delivery and recording of a Deed with respect to the Property, with copies of all documents referenced in Schedule B to such Title Commitment. The Title Commitment shall commit to the issuance of a policy insuring fee simple ownership in the Property as of the date of the recording of the applicable Deed, with extended coverage over all general exceptions and with affirmative coverage over exclusions relating to creditors’ rights, subject only to the Permitted Exceptions, and containing endorsements reasonably required by Developer and agreed to by City (“Title Policy”). The Title Policy shall be in an amount selected by the Developer not to exceed the anticipated cost of the Project. The Developer shall bear all costs and charges in connection with the issuance of the Title Policy, the costs of recording this Agreement and any other release or conveyance documents necessary to convey fee simple title to Developer as provided herein. Developer shall additionally bear all costs and charges in connection with recordation of the deed and any security documents for any mortgage financing it obtains.
ii. In the event that any matter arises In the Title Commitment or Survey that is not a Permitted Exception or otherwise accepted by Developer (“Defect”), the City shall have thirty (30) days from receipt of notice of such defect to cure same. In the event that the City is unable to cure such Defect(s) within the above stated time period, then Developer shall, at its sole option have the right to: (a) terminate this Agreement; (b) agree to extend the Closing of the Property to permit the City additional time to remove or cause the Title Company to insure over such Defect; or
Title Insurance; Survey. The Security Agent shall have received (i) a policy of title insurance issued by the Title Company, in form and substance satisfactory to the Co-Agents and the Institutions, with such endorsements and affirmative coverage as they may reasonably request, and with such reinsurance (with direct access provisions) as they may reasonably request, (A) insuring the Security Agent and the Lenders in the amount of $445,000,000 (subject to a pending disbursement clause) that the Project Mortgage constitutes a valid first mortgage lien of record on the Site and the Easements, subject only to such exceptions to title as shall have been approved by the Co-Agents and the Institutions, and (B) providing coverage against all mechanics' and materialmen's liens existing on the date of each Extension of Credit; and (ii) a survey of the Site and the Easements by a licensed surveyor satisfactory to the Co-Agents and the Institutions and the Title Company, certified to the Security Agent and the Title Company pursuant to a certification satisfactory to the Co-Agents and the Institutions, showing no state of facts unsatisfactory to the Co-Agents, the Institutions or the Title Company. The Co-Agents and the Institutions shall also have received evidence that the premium in respect of such policy has been paid.
Title Insurance; Survey. Purchaser shall have received (i) a mortgagee policy of title insurance with respect to the Mortgaged Properties in the form promulgated in the State of Texas, issued by a title underwriter acceptable to Purchaser, and containing affirmative coverages and reinsurance arrangements and agreements satisfactory in form and substance to Purchaser and Special Counsel, insuring in the amount of approximately $35,000,000, Purchaser's interest under the Security Documents as the holder of a valid first lien of record on the Mortgaged Properties or, in the case of leased properties, a valid first Lien on the Company's leasehold interest, subject only to the Permitted Exceptions, containing no exception as to creditors' rights, and containing affirmative zoning endorsements, affirmative coverage as to claims and liens of mechanics and materialmen, affirmative endorsements as to claims relating to the environmental conditions of the Mortgaged Properties, and such other affirmative conditions and coverages as are available and as Purchaser may request, all satisfactory in substance and form to Purchaser and Special Counsel; (ii) reports of Uniform Commercial Code searches in the Uniform Commercial Code central filing office of the Secretary of State of Texas issued by the State of Texas, and such other evidence concerning Uniform Commercial Code filings as is requested by Purchaser, in each case reasonably satisfactory in form and substance to Purchaser and Special Counsel; (iii) a report of a tax and judgment lien search in the recording district of each county or similar jurisdiction where each of the Mortgaged Properties is located, satisfactory in form and substance to Purchaser and Special Counsel; and (iv) surveys of each part of the Mortgaged Properties as Purchaser shall approve in accordance with ALTA/ACSM Class A standards and certificates.
Title Insurance; Survey. (a) Following the Effective Date, Buyer will obtain, at Buyer's sole cost and expense a title insurance commitment (the "Title Commitment") issued by the Title Company. The Title Commitment will constitute the commitment of the Title Company to issue to Buyer, at Buyer's expense, an ALTA standard coverage owner's policy of title insurance (the "Title Policy"), in the amount of the Purchase Price, insuring that at the time of the recording of the Deed there is vested in Buyer fee simple title to the Property, subject only to the Permitted Exceptions.
(b) During the Inspection Period (as defined below), Buyer, at Buyer's expense, shall obtain an ALTA/NSPS survey of the Property (the "Survey").
(c) Buyer may, on or before the date that is ninety (90) days after the Effective Date, object to Seller in writing (the "Title Objection Notice") with respect to any matter shown in the Title Commitment or the Survey (collectively, the "Title Matters"). Seller has the right, but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which Buyer objects. Within ten (10) days after receipt of the Title Objection Notice, Seller will give written notice to Buyer informing Buyer of Seller's election with respect to such objections. If Seller fails to respond in writing within the ten (10) day period, Seller is deemed to have declined to cure the objections (other than Monetary Objections). Except as to Monetary Objections, if Seller declines, or is deemed to have declined, to cure any exceptions to title to which Buyer has objected or if, after electing to attempt to cure, Seller determines that it is unable to remove, satisfy or otherwise cure any such exceptions, Buyer's sole remedy will be either (i) to accept title to the Property subject to such exceptions as if Buyer had not objected and without reduction of the Purchase Price, or (ii) to terminate this Agreement prior to the expiration of the Inspection Period. On any such termination under clause (ii) above, the Title Company will return the Deposit to Buyer. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller is obligated to cure or satisfy all Monetary Objections at or prior to Closing and may use the proceeds of the Purchase Price at Closing for such purpose. For purposes of this Agreement, "
Title Insurance; Survey. Borrower shall have provided to the Administrative Agent (a) in connection with all real property included in the Collateral in which Borrower has a fee interest, (i) a mortgagees' title insurance policy (Standard Texas Mortgagees Policy Form with respect to real property located in the state of Texas, and Standard ALTA form with respect to real property located in states other than Texas) ("TITLE POLICY") from an insurer acceptable to the Administrative Agent ("TITLE INSURER") insuring the lien in favor of the Administrative Agent, on behalf of the Syndication Parties, as a first priority lien on each such parcel of real property, subject only to Permitted Encumbrances, and (A) in such amount as the Administrative Agent shall require, (B) deleting the standard printed exceptions (including exceptions for mechanics liens and, with respect to those properties for which a survey is to be provided as set forth on EXHIBIT 9.1.5 attached hereto, exceptions based on lack of adequate survey) and the gap exception, (C) containing only such exceptions to title as are reasonably acceptable to the Administrative Agent, (D) providing access coverage, and (E) containing such other endorsements as the Administrative Agent may reasonably require (but in any event including the following endorsements: revolving credit), and (ii) surveys on the properties described on EXHIBIT 9.1.5 attached hereto, which surveys, the certifications thereon, and all information contained therein, shall be acceptable to the Administrative Agent, and shall contain a legal description and, except as specifically provided otherwise on EXHIBIT 9.1.5, shall, at a minimum, show the location of all structures, visible utilities, fences, xxxxxx, or walls on the parcel and within 5 feet of all boundaries thereof, any conflicting boundary evidence or visible encroachments, and all easements, underground utilities, and tunnels for which properly recorded evidence is available; and (b) in connection with any lease where Borrower is a lessee of an interest in real property included in the Collateral and calling for a rental payment equal to or in excess of $100,000.00 per annum, a Title Policy and a leasehold assignment and lessor consent in form and content satisfactory to the Administrative Agent and containing such estoppels of lessor as the Administrative Agent shall specify.
