Common use of Title Insurance Clause in Contracts

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The (a) Such Mortgage Loan is covered by an ALTA lender's ’s title insurance policy or short form title policy acceptable to Xxxxxx Xxx, Xxxxxxx Mac or GNMA (or or, in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction jurisdictions where such ALTA policies are not generally not availableapproved for use, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of a lender’s title insurance) or other generally acceptable form of insurance policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx, Xxxxxxx Mac or Fxxxxxx MacGNMA), issued by a title insurer acceptable to Fxxxxx Mae Xxxxxx Mae, Xxxxxxx Mac or Fxxxxxx Mac GNMA, and qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring (subject to the Sellerexceptions contained in clauses (11)(a) and (b) above) the Seller or the Servicer, its successors and assigns, assigns as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the related Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien such Mortgage Loan and subject only to in the exceptions contained in clauses (1)case of ARM Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the such Mortgage providing for adjustment to the Mortgage Interest applicable Note Rate and Monthly Payment. Additionally, either such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures that there is ingress and egress or encroachments that impact to and from the value Mortgaged Property or the marketability of Seller warrants that there is ingress and egress to and from the Mortgaged PropertyProperty and the lender’s title insurance policy affirmatively insures against encroachments by or upon the related Mortgaged Property or any interest therein or any other adverse circumstance that either is disclosed or would have been disclosed by an accurate survey. The Seller or the Servicer is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this AgreementAgreement and will inure to the benefit of the Purchaser without any further act. No claims have been made under such lender's ’s title insurance policy, and no neither the Seller, nor to the best of the Seller’s knowledge, any prior holder of the Mortgage, including the Seller, related Mortgage has done, by act or omission, anything which that would impair the coverage of such lender's ’s insurance policy, and there is no act, omission, condition, or information that would impair the coverage of such lender’s insurance policy; (b) The mortgage title insurance policypolicy covering each unit mortgage in a condominium or PUD project related to such Mortgage Loan meets all requirements of Xxxxxx Mae, Xxxxxxx Mac or GNMA;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insuranceinsurance and acceptable to Xxxxxx Xxx or Xxxxxxx Mac) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or which, in the case of any an Adjustable Rate Mortgage Loan secured by a Mortgaged Property located has an adjustable rate mortgage endorsement in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance ALTA 6.0 or 6. 1) acceptable to Fxxxxx Mxx or Fxxxxxx Xxxxxx Xxx and Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx and Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j) above) the Seller, its successors and assigns, assigns as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan and, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien any Adjustable Rate Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Rate and Monthly Payment. Where required by the state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress or encroachments that impact the value or the marketability of to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No To the best of the Seller's knowledge, no claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA lender's ’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (or which, in the case of any an Adjustable Rate Mortgage Loan secured by a Mortgaged Property located has an adjustable rate mortgage endorsement in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx ALTA 6.0 or Fxxxxxx Mac6.1), issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors and assigns, assigns as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan and, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien any Adjustable Rate Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress or encroachments that impact the value or the marketability of to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Except with respect to each Co-op Loan, the Mortgage Loan is covered by an ALTA or CLTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not availablepolicy, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (h)(i), (h)(ii) and (h)(iii) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in (h)(iv)) the Seller, its successors and assigns, assigns as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan and, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien ARM Mortgage Loan and subject only to the exceptions contained in clauses (1)Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Rate and or Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is and its successors and assigns are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this AgreementAgreement and will inure to the benefit of the Purchaser and its assigns without any further act. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, Seller has not done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx Mae Xxxxxx Xxx or Fxxxxxx Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1a), (2b) and (3c) of subsection paragraph (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.2, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally; provided, however, that in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such lender’s title insurance policy includes no exceptions regarding ingresspolicies are generally not available, egress or encroachments that impact the value or Mortgage Loan is the marketability subject of an opinion of counsel of the Mortgaged Propertytype customarily rendered in such jurisdiction in lieu of title insurance. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance in accordance with the Asset Guidelines, with respect to each Agency Mortgage Loan, acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, as applicable, and with respect to FHA Loans, USDA Loans and VA Loans, the FHA, USDA or the VA, as the case may be, and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Mac Xxxxxxx Mac, as applicable, and with respect to FHA Loans, USDA Loans and VA Loans, the FHA, USDA or the VA, as the case may be, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Sellerapplicable Seller Party, its successors and assigns, as to the first priority lien (or second priority if such of the Mortgage Loan is a other than Second Lien Mortgage Loan) Loans, and with respect to Second Lien Mortgage Loans as to the second priority lien of the Mortgage related Mortgage, as applicable, in the original principal amount of the Mortgage Loan, with respect to a Mortgage Loan (or to the extent a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), i) - (2) and (3v) of subsection paragraph (xim) of this Section 6(b) with respect to each First Lien Mortgage Loan Schedule 1-A, and subject only to in the exceptions contained in clauses (1), (2), (3) and (4) case of subsection (xlxii) with respect to each Second Lien an adjustable rate Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. The applicable Seller is Party, its successors and assigns, are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder or servicer of the related Mortgage, including the Sellerrelated Seller Party, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by such Seller Party.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx acceptxxxx xo Xxnnie Mae or Fxxxxxx Freddie Mac and qualified to do business in the jurisdiction txx xxxixxxction where the thx Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xil) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a nationally recognized title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of such Mortgage Loan (or, if such Mortgage Loan is part of a Loan Combination, in the Mortgage Loanoriginal principal amount of such Loan Combination) after all advances of principal, subject only to Permitted Encumbrances and, in the exceptions contained in clauses (1case of a Trust Mortgage Loan that is part of a Loan Combination, further subject to the fact that the related Mortgage also secures the related Non-Trust Mortgage Loan(s), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurer or its authorized agent) from a title insurer qualified and/or licensed in the applicable jurisdiction, as required, to issue such policy; such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made under such lender's title insurance policy, and no by the Seller or any prior holder of such Mortgage Loan (other than a prior holder unaffiliated with the Mortgage, including Seller from whom the Seller, Seller has taken by assignment) under such title insurance; and neither the Seller nor any Affiliate of the Seller has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by either (a) an attorney's opinion of title and abstract of title the form and substance of which is acceptable to FannieMae, or (b) an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Sellerrelated Originator, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the First Mortgage, and as to the second priority lien of the Mortgage Loanin the original principal amount of the Second Mortgage, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage LoanPermitted Exceptions, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Coupon Rate and Monthly Scheduled Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact upon the value Property or any interest therein. Where required by state law or regulation, the marketability Mortgagor has been given the opportunity to choose the carrier of the Mortgaged Propertysuch lender's title insurance policy. The Seller is related Originator, its successors and assigns, are the sole insured insureds (except in the case of a joint protection policy, in which case the related Originator's interest is insured) of such lender's title insurance policy, and such lender's title insurance policy is valid and remains in full force and effect and will be in full force and effect upon the consummation sale of the transactions contemplated by this AgreementMortgage Loan to the Trust. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, done anything which would impair the coverage of such lender's title insurance policy;.

Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged Property is located or (ii) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Mxx, Fxxxxxx Mac, GNMA, FHA, VA, as applicable, issued by a title insurer acceptable to Fxxxxx Mae or Mae, Fxxxxxx Mac Mac, GNMA, FHA, VA as applicable, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, (a) as to the first priority lien (with respect to a First Lien Loan) or second priority if such Mortgage Loan is (with respect to a Second Lien Mortgage Loan) priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection paragraph (xij) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1)3.02, (2), (3) and (4b) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment adjustments to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policypolicy including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Company;

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a nationally recognized title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of such Mortgage Loan (or, if such Mortgage Loan is part of a Loan Combination, in the Mortgage Loanoriginal principal amount of such Loan Combination) after all advances of principal, subject only to Permitted Encumbrances and, in the exceptions contained in clauses (1), (2) and (3) case of subsection (xi) of this Section 6(b) with respect to each First Lien a Trust Mortgage Loan and that is part of a Loan Combination, further subject only to the exceptions contained in clauses fact that the related Mortgage also secures the related Non-Trust Mortgage Loan(s) (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurer or its authorized agent) from a title insurer qualified and/or licensed in the applicable jurisdiction, as required, to issue such policy; such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee (or, in the case of an Outside Serviced Trust Mortgage Loan, the benefit of the related Outside Trustee) as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made by the Seller under such lender's title insurance policy, insurance; and no prior holder neither the Seller nor any Affiliate of the Mortgage, including the Seller, Seller has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title xxxxx insurer acceptable to Fxxxxx Fannie Mae or Fxxxxxx Mac and qualified to do Freddie Max xxx qxxxifiex xx xx business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an (a) Promptly after the date of this Agreement, the Parties shall post to the online datasite for this transaction (the "Datasite") or otherwise make available: (i) commitments for ALTA lenderowner's or lessee's policies of title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel "Title Commitments") covering all of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, Properties and issued by a title insurer of national standing that is mutually acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified the Parties (the "Title Company"), in which the Title Company shall commit to do business insure fee simple title (or, in the jurisdiction where case of the Mortgaged CK Leased Properties, leasehold interest) to the Properties in the name of the applicable Assignee for the full allocated value of each Property is located, insuring the Seller, its successors and assignsset forth on Exhibit A or Exhibit B hereto, as applicable, pursuant to title insurance policies to be issued at the first priority lien applicable Closings (or second priority if such Mortgage Loan is a Second Lien Mortgage Loanthe "Title Policies"); and (ii) any existing surveys of the Mortgage Properties that are currently in their possession or control (the original principal amount of the Mortgage Loan, "Surveys"). (b) The Properties shall be conveyed hereunder subject only to the following: (i) The Lien for real property taxes or assessments for the current year provided the same are not due and payable prior to or as of the applicable Closing Date; (ii) those matters disclosed in the Title Commitments and Surveys that are accepted, waived or otherwise not objected to by the Assignee in accordance with this Section 3.2(c); and (iii) the applicable Assumed Contracts. (c) From time to time prior to the applicable Closing Date for a Property, either Party (in its capacity as Assignee) may notify the other Party (in its capacity as Assignor) of any exceptions contained set forth in clauses the Title Commitments, or any facts shown on the Surveys, which in the Assignee's good faith judgment materially and adversely affect the title or use of any Property to be assigned to it as a convenience store with retail fuel operations (1collectively, "Objections"). The Assignor shall use commercially reasonable efforts to cause any Objections to be released and corrected in a manner reasonably satisfactory to the Parties prior to applicable Closing Date. The foregoing notwithstanding, the Assignor shall be obligated to cure, remove and cancel of record, on or before the applicable Closing Date, all mortgages, mechanic's and materialmen's Liens, and other monetary Liens and encumbrances against the Properties to be assigned by it (other than Liens for real estate taxes and assessments that are not yet due and payable), which either secure indebtedness or can be removed by payment of a liquidated sum of money (2) and (3) of subsection (xi) of this Section 6(b) with respect collectively, "Monetary Liens"); provided, that Circle K shall not be obligated to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1)cure, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against remove or cancel any loss Monetary Liens incurred by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;any Dealer.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Xxnnie Xxx xx Freddie Mac and qualified to do business in the jurisdiction where xxxisdictiox xxxxx the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and, with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1)Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA or CLTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not availablepolicy, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (h)(i), (h)(ii) and (h)(iii) and, with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in (h)(iv)) the Seller, its successors and assigns, assigns with respect to First Lien Mortgage Loans as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan and, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien ARM Mortgage Loan and subject only to the exceptions contained in clauses (1)Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Rate and or Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is and its successors and assigns are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this AgreementAgreement and will inure to the benefit of the Purchaser and its assigns without any further act. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, Seller has not done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a nationally recognized title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the such Mortgage LoanLoan after all advances of principal, subject only to the exceptions contained in clauses (1)Permitted Encumbrances, (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurance policy includes no exceptions regarding ingressinsurer or its authorized agent ) from a title insurer qualified and/or licensed in the applicable jurisdiction, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of as required, to issue such lender's title insurance policy, and ; such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made by the Seller or any prior holder of such Mortgage Loan under such lender's title insurance policy, ; and no prior holder neither the Seller nor any Affiliate of the Mortgage, including the Seller, Seller has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a nationally recognized title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of such Mortgage Loan (or, if such Mortgage Loan is part of a Loan Combination, in the Mortgage Loanoriginal principal amount of such Loan Combination) after all advances of principal, subject only to Permitted Encumbrances and, in the exceptions contained in clauses (1), (2) and (3) case of subsection (xi) of this Section 6(b) with respect to each First Lien a Xxxxxx Trust Mortgage Loan and that is part of a Loan Combination, further subject only to the exceptions contained in clauses fact that the related Mortgage also secures the related Non-Trust Mortgage Loan(s) (1)or, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurer or its authorized agent) from a title insurer qualified and/or licensed in the applicable jurisdiction, as required, to issue such policy; such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made by the Depositor or the applicable Xxxxxx Mortgage Loan Seller under such lender's title insurance policy, insurance; and no prior holder neither the Depositor nor the applicable Xxxxxx Mortgage Loan Seller (or any of the Mortgage, including the Seller, its Affiliates) has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's (a) On the Closing Date, Seller shall, at Seller’s expense, cause to be issued and delivered to Buyer a policy of title insurance (the “Title Policy”) respecting the owned real property and the leased real property included in the Business Assets and conforming to the following specifications: (i) The form of the policy will be ALTA Owner’s Policy Form B 1970 (amended 10/17/70), or as to leasehold estates, ALTA Leasehold Owner’s Policy – 1975, or the current approved form for the jurisdiction in which the owned real property is located, with an endorsement deleting any exclusion or exception for creditors’ rights; (ii) The policy will be issued and underwritten by Lawyer’s Title Insurance Company (the “Title Company”); (iii) The insured will be Buyer; (iv) The policy will be in an amount equal to that portion of the Purchase Price that is allocated to Real Estate under Section 3.6 above; (v) The policy will be dated concurrent with or subsequent to the Closing; (vi) There will be no exceptions to coverage other than the Permitted Liens; (vii) To the extent available in the applicable jurisdiction, the policy shall contain a zoning endorsement in the form of ALTA Form 3.1 (or the equivalent form in the case applicable jurisdiction) showing the zoning classification of any Mortgage Loan secured the owned real property and the leased real property and confirming that the current use of the owned real property and the leased real property is in conformance with the applicable zoning laws and use restrictions; (viii) In the event that the portions of the owned real property and/or the leased real property included in the Business Assets and identified on Exhibit A-1 as non excess property consists of more than one parcel, the policy shall contain an affirmative statement of insurance to the effect that all parcels of land constituting such identified real property are contiguous; and (ix) The policy shall also contain such other affirmative statements of insurance and endorsements (for example, but not by a Mortgaged Property located in a jurisdiction where such policies are generally not availableway of limitation, an opinion of counsel of the type customarily rendered in “access endorsement”) as Buyer may reasonably require, provided that such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business endorsements are available in the jurisdiction in which the Business is located and that Buyer pays the cost of any endorsements requested by Buyer. (b) Promptly after the execution of this Agreement, Seller shall deliver to Buyer (A) a current commitment from the Title Company setting forth the basis upon which the Title Company is willing to insure title to the owned real property and the leased real property included in the Business Assets (the “Title Commitment”), and (B) a current Alta/ACSM “as built” Land Title Survey of such real property; prepared at Seller’s expense, which shall be, together with such additional certifications as may be required (and provided at Seller’s expense), sufficient for the Title Company to issue its Title Policy as required by Section 4.6(a) (the “Survey”). Without limiting the generality of the foregoing, the Survey shall be reasonably satisfactory in form and substance to Buyer, prepared and certified to Buyer by a registered land surveyor or licensed civil engineer (registered or licensed in the state where the Mortgaged Property owned real property is located) showing (i) the boundaries and legal descriptions of such owned real property, insuring (ii) the Sellerlocation of all roadways and other accessways upon, its successors across or adjacent to such premises, (iii) the location and assignsbook and page or document number of all easements and rights-of-way affecting such real estate which are of record, visible upon inspection of such property or otherwise known to the person rendering such survey, (iv) all structures and improvements including sidewalks, parking and paved areas, and the relation thereof to parcel boundary lines, easements and established building and set-back lines, (v) utility lines (water, sewer, gas, electric and telephone), as either above or below grade, and (vi) any encroachments by or on adjoining property. The surveyor shall locate or set bars at all corners of the surveyed property and shall reflect the same on the Survey. (c) Buyer shall have thirty (30) days after receipt of the Title Commitment and the Survey, together with copies of all matters shown as exceptions thereon, to review the status of title disclosed in the Title Commitment. Buyer shall approve the Title Commitment and the Survey unless Buyer determines, in its commercially reasonable judgment, that any title defect would materially interfere with the operation of the Business or make title to the first priority lien Real Estate unmarketable. If Buyer timely objects to any material defect in title to the Real Estate, then Buyer and Seller shall negotiate in good faith to determine whether the defect can be cured to Buyer’s satisfaction. If Buyer and Seller are unable to agree on a satisfactory cure for any defect within fifteen (or second priority if such Mortgage Loan is 15) days after Buyer delivers its objections, then Buyer shall have the right to terminate this Agreement and receive a Second Lien Mortgage Loan) return of the Mortgage in Deposit by written notice to Seller and the original principal amount of Deposit Holder delivered within ten (10) days after the Mortgage Loannegotiation period ends. If Buyer fails to terminate this Agreement within the said ten (10) day period, subject only Buyer shall be deemed to have waived its objections and to have accepted title as shown on the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;Title Commitment.

Title Insurance. The Other than each Cooperative Mortgage Loan, the Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx, Xxxxxxx Mac or Fxxxxxx MacXxxxxx Mae, as applicable, and with respect to FHA Loans, RHS Loans and VA Loans, the FHA, RHS or VA, as the case may be, and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Mae Xxxxxx Xxx, Xxxxxxx Mac, or Fxxxxxx Mac Xxxxxx Mae, as applicable, and with respect to FHA Loans, RHS Loans and VA Loans, the FHA, RHS or the VA, as the case may be, and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan (or to the extent a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), (2) and (3) of subsection paragraph (xij) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (Part I of Schedule 1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and in the case of adjustable rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Note Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. The Seller, its successors and assigns, are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Repurchase Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder or servicer of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by the Seller.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (policy, or in the case of with respect to any Mortgage Loan secured by a for which the related Mortgaged Property is located in California a jurisdiction where such policies are generally not availableCLTA lender’s title insurance policy, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Mac, Xxxxxxx Mac and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan (or to the extent a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the exceptions contained in clauses (1), ) and (2) and of Paragraph (3) of subsection (xij) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage LoanExhibit D-2, and in the case of Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is Seller, its successor and assigns, are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Each Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer issuex xx x xxxle ixxxxxx acceptable to Fxxxxx Fannie Mae or Fxxxxxx Freddie Mac and qualified quxxxxxxd to do business xxxxxxxs in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j)(1), (2), and (3) above) the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan. Where required by applicable state law or regulation, subject only the Mortgagor has been given the opportunity to choose the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason carrier of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s required mortgage title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Propertyinsurance. The Seller is Seller, its successors and assigns, are the sole insured insureds of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this AgreementAgreement and the Purchase Price and Terms Letter. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Xxnnie Xxx xx Freddie Mac and qualified to do business in the jurisdiction where xxxisdictiox xxxxx the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insuranceinsurance and acceptable to Xxxxxx Xxx or Xxxxxxx Mac) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The On each Purchase Date, with respect to any Mortgage Loan, the Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Rate and Monthly Payment, subject only to the exceptions contained in clauses (a), (b), and (c) of Paragraph (10) of this Schedule I. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller and its successors and assigns is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller;

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy issued by a nationally recognized title insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property in the original principal amount of such Mortgage Loan (or or, in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien 000 Xxxxxxx Xxxxxx Mortgage Loan) of the Mortgage , in the original principal amount of the Mortgage Loan000 Xxxxxxx Xxxxxx Loan Combination) after all advances of principal, subject only to Permitted Encumbrances and, in the exceptions contained in clauses (1), (2) and (3) case of subsection (xi) of this Section 6(b) with respect to each First Lien a Mortgage Loan and that is part of a Loan Combination, further subject only to the exceptions contained in clauses fact that the related Mortgage also secures the related Non-Trust Mortgage Loan(s) (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurer or its authorized agent) from a title insurer qualified and/or licensed in the applicable jurisdiction, as required, to issue such policy; such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee (or, in the case of the Outside Serviced Trust Mortgage Loan, the benefit of the related Outside Serviced Trustee) as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made by the Seller under such lender's title insurance policy, insurance; and no prior holder neither the Seller nor any Affiliate of the Mortgage, including the Seller, Seller has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insuranceinsurance and acceptable to Fxxxxx Mxx or Fxxxxxx Mac) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Mae or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Mortgage Loan is covered by AJM will obtain (and will cause THT to obtain) the following title insurance commitments prior to Closing and will use best efforts to obtain (and will cause THT to obtain) the following policies and riders, to the extent practicable prior to Closing or as soon thereafter as practicable: (i) with respect to each parcel of real estate that AJM or THT owns, an ALTA lenderOwner's Policy of Title Insurance Form B-1987 (or equivalent policy reasonably acceptable to TIMET if the real property is located in a state in which an ALTA Owner's Policy of Title Insurance Form B-1987 is not available) issued by Lawyer s Title Insurance Corporation (and, if requested by TIMET, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to TIMET), in such amount as TIMET reasonably may determine to be the fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in TIMET as of the Closing (subject only to the title exceptions described above in section3(l)(i)(A) and in section3(l)(i)(A) of the Disclosure Schedule and to any items listed on the title commitments to which TIMET has not objected in writing within 10 business days after receipt of the title commitment); and (ii) with respect to each parcel of real estate that AJM or THT leases or subleases and which is listed on section3(l)(ii) of the Disclosure Schedule as a property for which a title insurance policy is to be procured, an ALTA Leasehold Owner's Policy of Title Insurance-1987 (or in equivalent policy reasonably acceptable to TIMET if the case of any Mortgage Loan secured by a Mortgaged Property real property is located in a jurisdiction where such policies are generally state in which an ALTA Leasehold Owner's Policy of Title Insurance-1987 is not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer reasonably satisfactory to TIMET (and, if requested by TIMET, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business TIMET) in the jurisdiction where the Mortgaged Property is locatedsuch amount as TIMET may determine, insuring the Seller, its successors and assigns, as title to the first priority lien (leasehold or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) subleasehold estate to be in TIMET as of the Mortgage in the original principal amount of the Mortgage Loan, Closing (subject only to the title exceptions contained described above in clauses (1), (2section3(l)(ii) and (3in section3(l)(ii) of subsection (xi) of this Section 6(b) with respect the Disclosure Schedule and to each First Lien Mortgage Loan and subject only any items listed on the title commitments to the exceptions contained which TIMET has not objected in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason writing within 10 business days after receipt of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;commitment).

Title Insurance. The Mortgage Loan is covered by by: (i) an attorney’s opinion of title, the form and substance of which are acceptable to mortgage lending institutions making non-prime loans in the area where the Mortgaged Property is located; or (ii) either (A) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) lien of the Mortgage in an amount at least equal to the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage Note and other Loan Documents providing for adjustment to in the Mortgage Interest Rate and Monthly Payment, or (B) a binding commitment from such title insurer to issue the same; in each case subject to the exceptions contained in clauses (i) and (ii), and with respect to each Second Lien Mortgage Loan, clause (4) of Section 3.02(c) hereof and in all cases subject to the exceptions to title set forth in the title insurance policy (or commitment), attorney’s opinion of title, which exceptions are generally acceptable to banking institutions in connection with their regular mortgage lending activities, and to such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by the Mortgage. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required lender’s title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact upon the value Mortgaged Property or the marketability any interest therein. The Seller or an Affiliate of the Mortgaged Property. The Seller is the sole insured of such lender's ’s title insurance policypolicy (or commitment), and such lender's ’s title insurance policy is in full force and effect and or will be in force and effect upon issuance pursuant to the consummation commitment. To the best of the transactions contemplated by this Agreement. No Seller’s knowledge and belief, no claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's (a) With respect to each Property, Buyer shall have received a commitment from Title Insurer satisfactory to Buyer and its counsel for a policy of title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel showing good and indefeasible title to 100% of the type customarily rendered undivided interest in such jurisdiction Property in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business fee simple vested in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, Buyer as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanClosing, subject only to the exceptions contained in clauses Permitted Exceptions. Such policy (1the "Title Policy"), when issued, shall: (2i) be in current ALTA extended coverage owner's form (but without a general exception for creditors' rights); (ii) be issued in an amount equal to the amounts set forth on Exhibit G attached hereto allocated to such Property (less the amount allocated to Personal Property of such Facility as provided in Section 2.1 and Exhibits E-1 through E-4); (iii) include endorsements 100 (no violations, etc., modified for an owner), 103.7 (access), 116.1 (survey accuracy), 123.2 (zoning-improved property), or the equivalents thereof available in the applicable State, and such other endorsements as Buyer may reasonably require; and (iv) insure (i) that any conditions, covenants and restrictions affecting such Property have not been violated and that a future violation thereof will not result in a forfeiture or reversion of title; (ii) if obtainable, that all streets adjoining such Property have been completed, dedicated and accepted for public maintenance and use by the appropriate governmental authorities and that such Property have access to public streets; (iii) that local zoning ordinances, general plans and all other applicable land use regulations and all private covenants, conditions and restrictions, if any, permit the transfer and use of such Property (and reconstruction and resumption of use of such Property in the event of damage or destruction thereof or cessation of use thereof) for all uses contemplated by the New Separated Lease and Denver Lease as a matter of right for an unlimited time period, and specifically not merely as a legal non-conforming use or any other legal status which would by its terms or by operation of law limit the duration of such use or the right to rebuild and resume use of such Property for all uses contemplated by the New Separated Lease and Denver Lease in the event of damage, destruction or cessation of use of such Property for any reason; and (3iv) of subsection over and against all parties in possession except the current occupants thereof. (xib) of this Section 6(b) with With respect to each First Lien Mortgage the Land Loan Secured Property, Buyer shall have received an unconditional commitment and pro forma for title insurance issued by Title Insurer showing good and indefeasible title to the Land Loan Secured Property vested in Seller as of the Closing Date, in the principal amount of the Land Loan and insuring the continued validity and priority of the deed of trust of Buyer upon the Land Loan Secured Property and other collateral described in the Land Loan Deed of Trust, subject only to such exceptions as are acceptable to Buyer in its sole and absolute discretion. The policy, when issued, shall: (i) be in current ALTA extended coverage lender's form (without a creditors right exception); and (ii) include, to the exceptions contained in clauses extent available, endorsements 100 (1no violations, etc.), 103.7 (2), (3access) and 116.1 (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policysurvey accuracy), and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;other endorsements as Buyer may require.

Title Insurance. The Mortgage Loan i) Each Mortgaged Property is covered by an ALTA lender's ’s title insurance policy (or its equivalent as set forth in the case applicable jurisdiction), a pro forma policy or a marked-up title insurance commitment (on which the required premium has been paid) that evidences such title insurance policy (collectively, a “Title Policy”), in the original principal amount of the related PC Reference Obligation (or the allocated mortgage loan amount of the portions of the Mortgaged Property that are covered by such Title Policy). ii) Each Title Policy insures that the related Mortgage is a valid first priority lien on the related Mortgaged Property, subject only to Permitted Encumbrances. iii) Each Title Policy (or, if it has yet to be issued, the coverage to be provided by such Title Policy) is in full force and effect and all premiums have been paid. iv) Each Title Policy contains no exclusion for or affirmatively insures (except for any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally affirmative insurance is not available, an opinion of counsel ) each of the type customarily rendered in such jurisdiction in lieu of title insurancefollowing: a) or other generally acceptable form of policy of insurance acceptable there is access to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business public road, b) the area shown on the survey is the same as the property legally described in the jurisdiction where Mortgage, c) unless the property is located in one of the Super Lien States (defined below), the lien of the Mortgage is superior to a lien created by any applicable statute relating to environmental remediation, and d) to the extent that the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (consists of two or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallymore adjoining parcels, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. parcels are contiguous. v) No material claims have been made or paid under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, Title Policy. vi) Xxxxxxx Mac has not done, by act or omission, anything which that would materially impair or diminish the coverage under the Title Policy, and has no knowledge of any such lender's title insurance policy;action or omission. vii) The applicable mortgage loan originator, Xxxxxxx Mac and its successors and assigns are the sole named insureds under the Title Policy. viii) To Xxxxxxx Mac’s knowledge, the insurer of the Title Policy is qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

Title Insurance. The (a) Such Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of short form title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae, Freddie Mac or Fxxxxxx MacGNMA (or, in jurisdictions where ALTA polxxxxx axx nox xxxxxally approved for use, a lender's title insurance policy acceptable to Fannie Mae, Freddie Mac or GNMA), issued by a title insurer acceptable to Fxxxxx Mae acceptabxx xx Fxxxie Xxx, Xreddie Mac or Fxxxxxx Mac GNMA, and qualified to do business in the jurisdiction where xxxxxdictiox xxxxx the related Mortgaged Property is located, insuring (subject to the Sellerexceptions contained in clauses (11)(a) and (b) above) the Seller or the Servicer, its successors and assigns, assigns as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the related Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien such Mortgage Loan and subject only to in the exceptions contained in clauses (1)case of ARM Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the such Mortgage providing for adjustment to the Mortgage Interest applicable Note Rate and Monthly Payment. Additionally, either such lender’s 's title insurance policy includes no exceptions regarding ingress, affirmatively insures that there is ingress and egress or encroachments that impact to and from the value Mortgaged Property or the marketability of Seller warrants that there is ingress and egress to and from the Mortgaged PropertyProperty and the lender's title insurance policy affirmatively insures against encroachments by or upon the related Mortgaged Property or any interest therein or any other adverse circumstance that either is disclosed or would have been disclosed by an accurate survey. The Seller or the Servicer is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this AgreementAgreement and will inure to the benefit of the Purchaser without any further act. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;'s

Title Insurance. The Except as set forth on Schedule 4.2(o) hereof, there has been issued in connection with each Mortgage relating to a Loan is covered by an (i) a valid and enforceable ALTA lender's policy of title insurance (or any amendment or supplement thereto or other form of title insurance policy (or affording equivalent coverage and customarily accepted by institutional lenders in the case of any Mortgage Loan secured by a jurisdiction in which the Mortgaged Property located in relating to a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insuranceLoan is located) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued (each a "Title Insurance Policy") by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as an amount equal to the first priority lien lesser of (or second priority if such Mortgage Loan is a Second Lien Mortgage LoanA) of the Mortgage in the original principal amount of such Loan to the Mortgage Loanextent advanced and (B) the approximate fair market value of such Mortgaged Property as of the date of recording of the subject Mortgage, subject only to the exceptions contained conditions and limitations set forth in clauses such Title Insurance Policy, or (1ii) a title opinion included in the Asset File from an attorney licensed to practice in such jurisdiction or (iii) a title report or specimen policy from a title insurer or such other form of title assurance as was customarily employed in the relevant jurisdiction (including blanket insurance coverage), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. AdditionallyIf a Title Insurance Policy was issued, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Title Insurance Policy is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is presently in full force and effect and all premiums with respect thereto that are due and payable have been paid in full. Seller has not by its actions or inactions adversely affected any of its rights or the amount of its coverage under such Title Insurance Policy. In addition, as of the Closing Date each such Title Insurance Policy will insure the Purchaser that each of the Mortgages relating to a Loan is a valid lien on the property therein described with the lien priority disclosed on the Asset Schedule, and that the related Mortgaged Property is free and clear of all encumbrances, liens, and exceptions, subject only to (A) current real property taxes and assessments and water and sewer charges not yet due and payable, (B) covenants, conditions, restrictions, rights-of-way, easements and other matters such as are customarily acceptable to institutional lenders in the jurisdiction in which such Mortgaged Property is located and (C) other matters to which like properties are commonly subject that do not, individually or in the aggregate, materially interfere with the current use of the Mortgaged Property or the benefits of the security intended to be provided by the related Mortgage. In any instance in force and effect which the Asset File did not contain a Title Insurance Policy, Purchaser can, upon the consummation payment of the transactions contemplated by this Agreement. No claims have been made under such lender's applicable and customary premium, obtain an ALTA policy of title insurance policy, and no prior holder (or its equivalent) from a nationally recognized title insurance company insuring Purchaser as of the MortgageClosing Date that each of the subject Mortgage(s) relating to the Loans is a valid and enforceable lien on the Mortgaged Property with the lien priority disclosed on the title opinion, including commitment or report contained in the SellerAsset File, has donefree and clear of all encumbrances, by act liens and exceptions, subject only to the matters described in clauses (A) and (B) of the immediately preceding sentence. Notwithstanding the foregoing, but without in any way limiting the proviso in the introductory sentence of this Section 4.2, Seller shall not be deemed to have breached this representation and warranty or omission, anything which would impair any representation or warranty with respect to the coverage lien position of such lender's a Mortgage if (i) a title insurance policy;policy as described above is provided to the Purchaser, or (ii) Purchaser is able to obtain a title insurance policy as described above without unreasonable cost or expense (whether or not Purchaser actually procures such insurance). Any bringdown endorsement of a Title Insurance Policy in favor of Purchaser or its successors or assigns shall be procured and paid for by Purchaser.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a nationally recognized title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the such Mortgage LoanLoan after all advances of principal, subject only to Permitted Encumbrances (which Permitted Encumbrances do not, individually or in the exceptions contained in clauses (1)aggregate, (2) materially and (3) of subsection (xi) of this Section 6(b) adversely interfere with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason benefits of the invalidity security intended to be provided by such Mortgage, materially and adversely interfere with the current use or unenforceability operation of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress related Mortgaged Property or encroachments that impact materially or adversely affect the value or the marketability of such Mortgaged Property or the Mortgaged Property. The Seller ability of the related Mortgagor to timely pay in full the principal and interest on the related Mortgage Note), or there is a binding commitment from a title insurer qualified and/or licensed in the sole insured of applicable jurisdiction, as required, to issue such lender's policy; such title insurance policy, and such lender's title insurance policy if issued, is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure solely to the consummation benefit of the transactions contemplated by this Agreement. No Trustee as mortgagee of record, or any such commitment is a legal, valid and binding obligation of such insurer; no claims have been made by the Seller or any prior mortgagee under such lender's title insurance policy, if issued; and no prior holder neither the Seller nor, to the best of the MortgageSeller's knowledge, including the Seller, any prior mortgagee has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment contains no exclusion for (or alternatively it insures, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the Mortgaged Property, and (C) that the area shown on the survey materially conforms to the legal description of the Mortgaged Property.

Title Insurance. (a) The Mortgage Loan is covered by an ALTA lender's City will also provide a title insurance policy (or policies with endorsement so that the amount of damages to be paid in the case event of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion liability under the policy shall be the amount of counsel Outstanding Bonds payable to the Trustee for the use and benefit of the type customarily rendered in such jurisdiction in lieu of Bondowners. Such policy or policies shall insure the City’s fee title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a and the Authority’s leasehold title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage real property described in the original principal amount of the Mortgage LoanExhibit A, subject only to Permitted Encumbrances, and shall insure the exceptions contained in City’s leasehold therein as a first priority encumbrance, subject only to clauses (1i), (2ii), (iv), (v) and (3vi) of subsection the definition of Permitted Encumbrances. (xib) All proceeds received by the Trustee under said policy shall be deposited in the Insurance and Condemnation Fund under the Trust Agreement and shall be applied and disbursed by the Trustee as follows: (i) If the Trustee is furnished with the report of an independent professional consultant that such title defect has not materially affected the operation of the Facilities, or that such title defect has not materially affected the ability of the Authority to meet any of its obligations hereunder, the Trustee shall treat such proceeds as Revenues and shall apply such proceeds as provided in Section 5.04(b) of this Section 6(bthe Trust Agreement. (ii) If less than all of the Facilities shall have been affected by such title defect, and if the Trustee is furnished with respect to each First Lien Mortgage Loan and subject only the report of an independent professional consultant to the exceptions contained effect that such title defect has materially affected the operation of the Facilities or the ability of the Authority to meet any of its obligations hereunder, the Trustee shall apply such proceeds to the redemption of Bonds in clauses (1), (2), (3) and (4the manner provided in Section 5.04(b) of subsection the Trust Agreement or to the acquisition of real property or an interest therein so as to cure such title defect, but only upon the receipt by the Trustee of a Request of the Authority directing such redemption or acquisition. (xlxiiiii) If all of the Facilities shall have been affected by such title defect and if such proceeds, together with respect any other moneys then available to each Second Lien Mortgage Loanthe Trustee for the purpose of providing for, and against any loss by reason are sufficient to provide for, the payment of the invalidity entire amount of principal then due or unenforceability to become due upon the Bonds, together with the interest thereon, so as to enable the Authority to retire all of the lien resulting from Bonds then Outstanding by redemption or by payment at maturity, then the provisions Trustee shall apply such proceeds to the payment of such interest and to such retirement, but only upon the receipt by the Trustee of a Request of the Mortgage providing for adjustment Authority directing such redemption. (iv) After all of the Bonds have been retired and the entire amount of principal due or to become due upon the Bonds, together with the interest thereon, have been paid in full, and all other sums required to be paid hereunder by the Authority have been paid in full, the Trustee shall pay the remainder of such proceeds to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress City. (v) The determination of whether to treat the net proceeds as Revenues or encroachments that impact to apply the value or net proceeds to the marketability redemption of Bonds shall be made not more than 90 days after the Mortgaged Property. The Seller is date amounts are received under the sole insured of such lender's title insurance policy. The Authority shall, immediately upon making such determination, notify the Trustee and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation City of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;its determination.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac Fannxx Xxx xx Fredxxx Xxx and qualified to do business in the jurisdiction where jurisdictxxx xxere the Mortgaged Xxxxxxxed Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and, with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1)Loans, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx accepxxxxx tx Xannie Mae or Fxxxxxx Freddie Mac and qualified to do business in the jurisdiction xxx xxrxxxiction where the txx Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xil) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The To the extent required pursuant to the Underwriting Guidelines, each Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx or Fxxxxxx Administrative Agent with respect to Non-Agency Non-QM Mortgage Loans and Non-Agency QM Mortgage Loans and Xxxxxx Xxx, Xxxxxxx Mac, issued FHA, GNMA, HUD or VA with respect to Agency Mortgage Loans or as required by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, an approved Take-out Investor insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses clause (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1k)(1), (2), (3) and (4) of subsection (xlxiiabove) the applicable Seller, its successors and assigns, as to the first priority lien, or solely with respect to each a Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions second priority lien, of the Mortgage providing for adjustment to in the original principal amount of the Mortgage Interest Rate Loan. Where required by applicable state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The applicable Seller, its successors and Monthly Payment. Additionallyassigns, are the sole insureds of such lender’s title insurance policy, such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact has been duly and validly endorsed to the value Administrative Agent for the benefit of Buyers or the marketability assignment to the Administrative Agent for the benefit of the Mortgaged Property. The Seller is the sole insured Buyers of such lender's title insurance policy, Seller’s interest therein does not require the consent of or notification to the insurer and such lender's ’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the related Mortgage, including the any Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The lien of each Mortgage Loan is covered insured by an ALTA lender's title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally the USPS Lease Loans listed on Schedule IV (A), the Iowa State Guaranty Agency), insuring (subject to (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not availableyet due and payable, an opinion of counsel of and (b) the type customarily rendered exceptions (general and specific) set forth in such jurisdiction in lieu policy, none of title insurance) which, individually or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where aggregate, materially interferes with the use of the Mortgaged Property is located, insuring as contemplated by the Sellerrelated Credit Lease or materially detracts from the benefit of the first priority lien of the Mortgage) the applicable Representing Party, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to Loan after all advances of principal; the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Representing Party is the sole named insured of such lender's title insurance policy; all premiums thereon have been paid; such policy has been issued or endorsed to the Trustee for the benefit of the Certificateholders without the consent of or any notification to the insurer, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No ; no claims have been made under such lender's title insurance policy, policy and such Representing Party has no prior holder knowledge of the Mortgage, including the Seller, has done, by act or omission, anything any matter which would impair or diminish the coverage of such lender's policy; the insurer issuing such policy is qualified to do business in the jurisdiction in which the Mortgaged Property is located; such policy contains no exclusion for or affirmatively insures (a) access to a public road, (b) that there are no encroachments of any part of the buildings thereon over easements (except for any Mortgaged Property located in jurisdictions where such affirmative insurance is not available) and (c) that the area shown on the survey is the same as the property legally described in the Mortgage (except with respect to some USPS Lease Loans with principal balances at origination of less than $500,000 with respect to which there are no surveys and the title policy contains an exception with respect thereto, as set forth on Schedule IV (Part B)); each such title insurance policypolicy is in an amount of at least 100% of the original principal amount of the Loan;

Title Insurance. The Mortgage Loan is covered by Buyer shall have received an ALTA lender's title insurance policy (or Owner’s Title Policy with such extended coverages and endorsements in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel respect of the type customarily rendered Owned Real Property, the Leased Real Property and the Entitled Real Property set forth in such jurisdiction in lieu Part A of title insuranceSchedule 3.3(o) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer company of Buyer’s selection in standard form, with said endorsements in a form reasonably acceptable to Fxxxxx Mae Buyer, insuring Buyer’s interests in respect thereof for an insured amount as determined by Buyer, subject to no exceptions other than Permitted Liens, and providing non-imputation coverage (without any recourse to the Sellers or Fxxxxxx Mac their Affiliates), the cost of which shall be borne by Buyer. Buyer shall have also received, to the extent reasonably necessary in order for said ALTA Owner’s Title Policy and qualified endorsements to do business be issued, (i) from Sellers (w) a letter addressed to the title company in the jurisdiction where the Mortgaged Property is locatedform of TG Form B - construction, insuring the Sellercovenants and subdivision matters (04-03, its successors and assignsrev. 05-06), as modified by Sellers, such modification to be limited solely to factual matters, including qualifiers such as "to the first priority lien best of our knowledge with no duty to investigate", (or second priority if x) a letter addressed to the title company in the form of TG Form D.1 - tenant leases & parties in possession (06-02, rev. 05-06), as modified by Sellers, such Mortgage Loan is a Second Lien Mortgage Loanmodification to be limited solely to factual matters, including qualifiers such as "to the best of our knowledge with no duty to investigate", (y) an estoppel certificate from Sellers in favor of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) title company with respect to each First Lien Mortgage Loan the Amended and subject only to Restated Ground Lease described in the exceptions contained in clauses (1)Preliminary Title Report, (2), (3) and (z) a letter from Sellers acknowledging the termination as of Closing of the Pasture License in favor of Xxxxxxx Xxxxxxx and the fish farm easement affecting Lot 4-A, both as described in the Preliminary Title Report, and (ii) of subsection (xlxii) estoppel certificates from other contracting parties with respect to the Entitled Real Property identified on Part B of Schedule 3.3(o), in each Second Lien Mortgage Loancase, and against any loss duly executed by reason the Sellers or such other contracting parties, as applicable, in favor of the invalidity or unenforceability of title company. Notwithstanding the lien resulting letter from the provisions of the Mortgage providing for adjustment Xxxxx Xxxxx attached to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value Preliminary Title Report or the marketability forms of title endorsements shown on Schedule 3.3(o), except for the Mortgaged Property. The Seller is documents specified in Section 3.3(o)(i) above, Sellers have no further obligation to provide any other documents from Sellers or from other third parties to the sole insured of such lendertitle company, to third parties or to Buyer in order for Buyer to obtain an ALTA Owner's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;Title Policy.

Title Insurance. (1) The Mortgage Loan is covered by an ALTA lender's Authority will also provide, or cause the City to provide, upon the delivery of the Bonds, a title insurance policy (or policies with endorsement so as to be payable to the Trustee for the use and benefit of the Bondowners. Such policy or policies shall be in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel amount of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original aggregate principal amount of the Mortgage LoanBonds initially issued pursuant to Article III hereof, and shall insure the City’s fee title and the Authority’s leasehold title to the real property described in Exhibit A to the Project Lease, subject only to Permitted Encumbrances, and shall insure the exceptions contained in City’s leasehold therein as a first priority encumbrance, subject only to clauses (1i), (2ii), (iv), (v) and (3vi) of subsection the definition of Permitted Encumbrances. (xi2) All proceeds received by the Trustee under said policy shall be deposited in the Insurance and Eminent Domain Proceeds Fund in trust and shall be applied and disbursed by the Trustee as follows: (i) If the Trustee is furnished with the report of this an independent professional consultant that such title defect has not materially affected the operation of the Project, or that such title defect has not materially affected the ability of the Authority to meet any of its obligations hereunder, the Trustee shall treat such proceeds as Revenues and shall apply such proceeds as provided in Section 6(b5.02 hereof. (ii) If less than all of the Project shall have been affected by such title defect, and if the Trustee is furnished with respect to each First Lien Mortgage Loan and subject only the report of an independent professional consultant to the exceptions contained effect that such title defect has materially affected the operation of the Project or the ability of the Authority to meet any of its obligations hereunder, the Trustee shall apply such proceeds to the redemption of Bonds in clauses the manner provided in Article IV or to the acquisition of real property or an interest therein so as to cure such title defect, but only upon the receipt by the Trustee of a Request of the Authority directing such redemption or acquisition. (1)iii) If all of the Project shall have been affected by such title defect and if such proceeds, (2), (3) and (4) together with any other moneys then available to the Trustee for the purpose of subsection (xlxii) with respect to each Second Lien Mortgage Loanproviding for, and against any loss by reason are sufficient to provide for, the payment of the invalidity entire amount of principal then due or unenforceability to become due upon the Bonds, together with the interest thereon, so as to enable the Authority to retire all of the lien resulting from Bonds then Outstanding by redemption or by payment at maturity, then the Trustee shall apply such proceeds to the payment of such interest and to such retirement, but only upon the receipt by the Trustee of a Request of the Authority directing such redemption. Alternatively, if the Authority determines that such amounts are insufficient to provide moneys for the purposes specified in the preceding sentence, then the Trustee shall apply such proceeds in accordance with the provisions of Section 7.02 insofar as the Mortgage providing for adjustment same may be applicable. (iv) After all of the Bonds have been retired and the entire amount of principal due or to become due upon the Bonds, together with the interest thereon, have been paid in full, and all other sums required to be paid hereunder by the Authority have been paid in full, the Trustee shall pay the remainder of such proceeds to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress City. (v) The determination of whether to treat the net proceeds as Revenues or encroachments that impact to apply the value or net proceeds to the marketability redemption of Bonds shall be made not more than 90 days after the Mortgaged Property. The Seller is date amounts are received under the sole insured of such lender's title insurance policy. The Authority shall, and immediately upon making such lender's title insurance policy is in full force and effect and will be in force and effect upon determination, notify the consummation Trustee of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;its determination.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, 3.02 and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Each Mortgage Loan is covered by either (A) an attorney’s opinion of title and abstract of title the form and substance of which is acceptable to the FHA or (B) an ALTA lender's mortgagee title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx or Fxxxxxx Macthe FHA, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac the FHA and qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring the Seller, Seller and its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage related mortgage in the original principal amount of the Mortgage Loan, subject only to (i) the exceptions contained in clauses (1)lien of current real property taxes and assessments not yet due and payable, (2ii) covenants, conditions and (3) restrictions, rights of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan way, easements and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason other matters of the invalidity or unenforceability public record as of the lien resulting from date of recording acceptable to mortgage lending institutions generally and specifically referred to in the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressdelivered to the originator of the Mortgage Loan and (a) referred to or to otherwise considered in the appraisal made for the originator of the Mortgage Loan or (b) which do not adversely affect the updated appraised value of the Mortgaged Property set forth in such appraisal, egress and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or encroachments that impact the use, enjoyment, value or the marketability of the related Mortgaged Property. The Seller is the sole insured of such Such lender's title insurance policy, and such lender's ’s title insurance policy is in full force affirmatively insures ingress and effect egress and will be in force and effect insures against encroachment by or upon the consummation of the transactions contemplated by this Agreementrelated Mortgaged Property or any interest therein. No claims have been made under any such lender's ’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which that would impair the coverage of any such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) and (ccc) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located or (ii) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, Mac and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection paragraph (xij) of this Section 6(b) Part I of Schedule 1, with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and in the case of Adjustable Rate Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses and has been marked to delete the standard survey exception or to replace the standard survey exception with a specific survey reading. Seller, its successors and assigns, are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder or servicer of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx MacFanxxx Xxe xx Frexxxx Xxc, issued by a title insurer acceptable to Fxxxxx Mae Fanxxx Xxe or Fxxxxxx Mac Frexxxx Xxc and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;

Title Insurance. The Each Mortgage Loan is covered by an ALTA lender's --------------- mortgage title insurance policy (policy, or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx FNMA or Fxxxxxx MacFHLMC (or, to the extent not so acceptable, to prudent mortgage lending institutions), issued by and the valid and binding obligation of a title insurer acceptable to Fxxxxx Mae FNMA or Fxxxxxx Mac and FHLMC (or, to the extent not so acceptable, to prudent mortgage lending institutions) and, at the time of issuance thereof, qualified to do business in the jurisdiction where the Mortgaged Property property subject to the related Mortgage is located, insuring the Seller, its successors and assigns, as Seller to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the each Mortgage in the original principal amount of the Mortgage Loan, Loan subject only to such matters to which like properties are commonly subject and which do not materially interfere with the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason benefits of the invalidity security intended to be provided by each Mortgage or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyuse, such lender’s title insurance policy includes no exceptions regarding ingressenjoyment, egress or encroachments that impact the value or the marketability of the related Mortgaged Property. The , and which are set forth therein; the Seller is the sole named insured of any such lender's mortgage title insurance policy, the assignment to the Certificateholders of such mortgage title insurance policy does not require the consent of or notification to the insurer and such lender's mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of Certificateholders upon the consummation of the transactions contemplated by this Agreement. No ; no claims have been made under any such lender's mortgage title insurance policy, policy and no prior holder of the Mortgage, including the Seller, Seller has not done, by act or omission, anything which would impair the coverage of such lender's mortgage title insurance policy;. The Seller believes that the insurer issuing each policy is qualified to do business in the jurisdiction in which the related Mortgaged Property is located. Each policy contains no exclusion for or affirmatively insures (a) access to a public road and (b) that there are no encroachments of any part of the buildings thereon over easements (except for any Mortgaged Property located in jurisdictions where such affirmative insurance is not available).

Title Insurance. The Mortgage Loan is covered by by: (i) an attorney’s opinion of title, the form and substance of which are acceptable to mortgage lending institutions making non-prime loans in the area where the Mortgaged Property is located; (ii) either (A) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) lien of the Mortgage in an amount at least equal to the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage Note and other Loan Documents providing for adjustment to in the Mortgage Interest Rate and Monthly Payment, or (B) a binding commitment from such title insurer to issue the same; or (iii) with respect to HELOCs, a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a HELOC as to which no title insurance policy or binder was issued; in each case subject to the exceptions contained in clauses (i) and (ii), and with respect to each Second Lien Mortgage Loan or HELOC, clause (4) of Section 3.2(c) hereof and in all cases subject to the exceptions to title set forth in the title insurance policy (or commitment), attorney’s opinion of title, which exceptions are generally acceptable to banking institutions in connection with their regular mortgage lending activities, and to such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by the Mortgage. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required lender’s title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact upon the value Mortgaged Property or the marketability any interest therein. The Seller or an Affiliate of the Mortgaged Property. The Seller is the sole insured of such lender's ’s title insurance policypolicy (or commitment), and such lender's ’s title insurance policy is in full force and effect and or will be in force and effect upon issuance pursuant to the consummation commitment. To the best of the transactions contemplated by this Agreement. No Seller’s knowledge and belief, no claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable xxxxxxaxxx to Fxxxxx Xxxxxx Mae or Fxxxxxx Freddie Mac and qualified to do business in the jurisdiction businesx xx xhe jurisxxxxxxx where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and in the case of Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx Freddie Mac, issued by a title insurer acceptable to Fxxxxx Mae accxxxxxxe xx Fanxxx Xxx or Fxxxxxx Freddie Mac and qualified to do business in the jurisdiction where ix xxx jurisdicxxxx xxere the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans in the area wherein the Mortgaged Property is located, (ii) an ALTA lender's ’s title insurance policy (or other generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac and each such title insurance policy is issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the case of any Mortgage Loan secured by a jurisdiction where the Mortgaged Property located in a jurisdiction where such policies are generally not availableis located, (iii) an attorney’s opinion of counsel title and abstract of title, the type customarily rendered in such jurisdiction in lieu form and substance of which is acceptable to the FHA with respect to FHA Loans, or (iv) an ALTA lender’s title insurance) insurance policy or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Macthe FHA with respect to the FHA Loans, and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac FHA and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanLoan (including, subject only to the exceptions contained extent a Note provides for Negative Amortization, the maximum amount of Negative Amortization in clauses (1accordance with the Mortgage), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and and, with respect to each Loan which is indicated by Seller to be an Alabama Second Lien Loan (as reflected on the Asset Schedule) clause (4) of subsection paragraph (xlxiij) with respect to each Second Lien Mortgage Loanof this Part I of Schedule 1, and in the case of Adjustable Rate Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, affirmatively insures ingress and egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is title policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses. Seller, its successors and assigns, are the sole insured insureds of such lender's ’s title insurance policy, and such lender's ’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's ’s title insurance policy, and no prior holder or servicer of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller. (m) Paragraph (q) of Schedule 1 (Representations and Warranties with respect to Loans) to the Agreement is hereby amended by adding the following at the end thereof: With respect to each Loan which is indicated by Seller to be an Alabama Second Lien Loan (as reflected on the Asset Schedule) (i) the First Lien is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such First Lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the First Lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the Alabama Second Lien Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien mortgage. (n) Paragraph (dd) of Schedule 1 (Representations and Warranties with respect to Loans) to the Agreement is hereby amended and restated in its entirety to read as follows:

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (policy, or in the case of with respect to any Mortgage Loan secured by a for which the related Mortgaged Property is located in California a jurisdiction where such policies are generally not availableCLTA lender's title insurance policy, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of or insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Mac, Xxxxxxx Mac with respect to Mortgage Loans and each such title insurance policy is issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerNC Capital Corporation, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) lien, as applicable, of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1i), (2ii) and (3iii) of subsection (xi) representation 10 of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage LoanSchedule III, and in the case of Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Scheduled Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. The Seller is NC Capital Corporation, its successor and assigns, are the sole insured insureds of such lender's title insurance policy, and such lender's title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;this

Title Insurance. The Mortgage Loan is covered either by (i) an ALTA lender's attorney’s opinion of title insurance policy (or and abstract of title, the form and substance of which is acceptable to prudent mortgage lending institutions making mortgage loans, in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction area where the Mortgaged Mortgage Property is located, insuring or (ii) a valid and enforceable title insurance policy or commitment to issue such title insurance policy, which title insurance policy insures (or will insure) that the Seller, its successors and assignsMortgage relating thereto is a valid first lien or second lien, as to applicable, on the Mortgaged Property therein described and that such Mortgaged Property is free and clear of all encumbrances and liens having priority over the first priority lien of the Mortgage (or second priority if such Mortgage Loan is with respect to a Closed-End Second Lien Mortgage Loan or second-lien HELOC Mortgage Loan) , the priority over the second lien of the Mortgage in (other than, for the original principal amount avoidance of doubt, any first lien of the Mortgage Loanthat has been disclosed to Buyer)), subject only to the exceptions contained in clauses subpart (1), (2) and (3) of subsection (xir) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage LoanExhibit L, and against any loss by reason is otherwise in compliance with the requirements of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate applicable Approved Investor. Seller, its successors and Monthly Payment. Additionallyassigns, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is are the sole insured insureds of such lender's title insurance policy, and such lender's title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder holder, servicer or subservicer of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other Person, and no such unlawful items have been received, retained or realized by Seller, in any case to the extent it would impair the coverage of any such policy.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) ), or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Payment Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) 3.02, and with respect to each First Lien Adjustable Rate Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and Loans against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by No later than fourteen (14) business days prior to the Closing, the Parent, in its discretion, may obtain the following title insurance commitments, policies, and riders in preparation for the Closing: (a) with respect to each parcel of real estate that any of the Company and its Subsidiaries owns, an ALTA lenderOwner's title insurance policy Policy of Title Insurance 1992 Form (or in equivalent policy reasonably acceptable to the case of any Mortgage Loan secured by a Mortgaged Property Parent if the real property is located in a jurisdiction where such policies are generally state in which an ALTA Owner's Policy of Title Insurance 1992 Form is not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer (the "Title Company") reasonably satisfactory to the Parent (and, if requested by the Parent, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified the Parent), in such amount as the Parent reasonably may determine to do business be the fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in the jurisdiction where Company or its Subsidiary as of the Mortgaged Property is located, insuring Closing (subject only to (i) the Seller, its successors title exceptions described in Sections 4.11(a) and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan4.11(b) of the Mortgage in the original principal amount Disclosure Schedule and (ii) any exceptions which do not cause a breach of the Mortgage Loan, subject only to the exceptions representations and warranties contained in clauses (1Section 4 of this Agreement), together with a copy of all documents referenced therein; and (2) and (3) of subsection (xi) of this Section 6(bb) with respect to each First Lien Mortgage Loan parcel of real estate that any of the Company and its Subsidiaries leases or subleases and which is listed on Section 4.11(b) of the Disclosure Schedule as a property for which a title insurance policy is to be procured, an ALTA Leasehold Owner's Policy of Title Insurance-1992 (or equivalent policy reasonably acceptable to the Parent if the real property is located in a state in which an ALTA Leasehold Owner's Policy of Title Insurance-1992 is not available) issued by a title insurer reasonably satisfactory to the Parent (and, if requested by the Parent, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to the Parent) in such amount as the Parent reasonably may determine (taking into account the time cost of money using the Applicable Rate as the discount rate and such other factors as whether the fair market rental value of the premises exceeds the stipulated consideration in the lease or sublease, whether the tenant or subtenant has any option to renew or extend, whether the tenant or subtenant owns any improvements located on the premises, whether the tenant or subtenant is permitted to sublease, and whether the tenant or subtenant would owe any amount under the lease or sublease if evicted), insuring title to the leasehold or subleasehold estate to be in the Company or its Subsidiary as of the Closing (subject only to (i) the title exceptions described in Sections 4.11(a) and 4.11(b) of the Disclosure Schedule and (ii) any exceptions which do not cause a breach of the representations and warranties contained in Section 4 of this Agreement). Each title insurance policy delivered under Sections 5.10(a) and 5.10(b) hereof shall (A) have the creditor's right exception deleted, (B) insure title to the real property and all recorded easements benefitting such real property, (C) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in clauses such policies, (1D) contain an ALTA Form Zoning Endorsement 3.1 (with parking and loading docks) (or equivalent), (2E) contain an endorsement insuring that the real property described in the title insurance policy is the same real estate as shown on the Survey delivered with respect to such property, (F) contain an endorsement insuring that at least one street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the real property, (G) contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the United States Department of Commerce Composite Construction Cost Index (Base Year = 2001), (3H) if the real property consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another, (I) contain a "non-imputation" endorsement to the effect that title defects known to the officers, directors, and stockholders of the owner prior to the Closing shall not be deemed "facts known to the insured" for purposes of the policy, and (4J) of subsection (xlxii) all other endorsements reasonably requested by the Parent. The Parent shall pay all fees, expenses and costs with respect to the title insurance pursuant to this Section 5.10. At the Parent's request, the Company shall use its reasonable best efforts to obtain and deliver to the Parent an estoppel certificate with respect to each Second Lien Mortgage Loan, and against any loss by reason of leases or subleases which are listed on Section 4.11(b) of the invalidity or unenforceability of Disclosure Schedule and marked with an asterisk (the lien resulting "Material Leases"), from the provisions of the Mortgage providing for adjustment other party to such lease, in form and substance satisfactory to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;Parent.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Fannie Mae or Fxxxxxx MacFreddie Max, issued xxxuxx by a title insurer acceptable to Fxxxxx Fannie Mae or Fxxxxxx Mac and Freddie Max xxx qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by Sellers will cause the Company and its --------------- Subsidiaries to obtain the following title insurance commitments, policies, and riders in preparation for the Closing: (i) with respect to each parcel of real estate that any of the Company and its Subsidiaries owns, an ALTA lenderOwner's title insurance policy Policy of Title Insurance Form B-1987 (or in equivalent policy acceptable to the case of any Mortgage Loan secured by a Mortgaged Property Buyer if the real property is located in a jurisdiction where such policies are generally state in which an ALTA Owner's Policy of Title Insurance Form B-1987 is not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer satisfactory to the Buyer (and, if requested by the Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified the Buyer), in such amount as the Buyer may determine to do business be the fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in the jurisdiction where the Mortgaged Property is located, insuring the Seller, Company or its successors and assigns, Subsidiary as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, Closing (subject only to the title exceptions contained described above in clauses (1), (2Section 4(l)(i) and (3in Section 4(l)(i) of subsection the Disclosure Schedule); and (xi) of this Section 6(bii) with respect to each First Lien Mortgage Loan parcel of real estate that any of the Company and its Subsidiaries leases or subleases and which is listed on Section 4(l)(ii) of the Disclosure Schedule as a property for which a title insurance policy is to be procured, an ALTA Leasehold Owner's Policy of Title Insurance-1987 (or equivalent policy acceptable to the Buyer if the real property is located in a state in which an ALTA Leasehold Owner's Policy of Title Insurance-1987 is not available) issued by a title insurer satisfactory to the Buyer (and, if requested by the Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement acceptable to the Buyer) in such amount as the Buyer may determine (taking into account the time cost of money using the Applicable Rate as the discount rate and such other factors as whether the fair market rental value of the premises exceeds the stipulated consideration in the lease or sublease, whether the tenant or subtenant has any option to renew or extend, whether the tenant or subtenant owns any improvements located on the premises, whether the tenant or subtenant is permitted to sublease, and whether the tenant or subtenant would owe any amount under the lease or sublease if evicted), insuring title to the leasehold or subleasehold estate to be in the Company or its Subsidiary as of the Closing (subject only to the title exceptions described above in Section 4(l)(ii) and in 4(l)(ii) of the Disclosure Schedule). Each title insurance policy delivered under Section 5(h)(i) and Section 5(h)(ii) above shall (A) insure title to the real property and all recorded easements benefiting such real property, (B) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in clauses such policies, (1C) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (2), (3D) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of contain an endorsement insuring that the invalidity or unenforceability of real property described in the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is the same real estate as shown on the Survey delivered with respect to such property, (E) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the real property, (F) contain an inflation endorsement providing for annual adjustments in full force and effect and will be the amount of coverage corresponding to the annual percentage increase, if any, in force and effect upon the consummation United States Department of Commerce Composite Construction Cost Index (Base Year = 1998), (G) if the real property consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policyrecord parcels are contiguous to one another, and no prior holder (H) contain a "non-imputation" endorsement to the effect that title defects known to the officers, directors, and stockholders of the Mortgage, including owner prior to the Seller, has done, by act or omission, anything which would impair Closing shall not be deemed "facts known to the coverage insured" for purposes of such lender's title insurance the policy;.

Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx Xxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the SellerCompany, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xik) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan3.02, and in the case of Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller Company is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the SellerCompany, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

Title Insurance. The Mortgage Loan is covered by (a) Xcerra shall, at Buyer’s sole cost and expense, use its reasonable best efforts to procure (or cause to be procured), at the Closing, with respect to each item of Acquired Owned Real Property located in the United States, an ALTA lender's Owner’s policy of Title Insurance Form 2006 issued by Fidelity National Title Insurance Company (the “Title Company”) (and, if requested by Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to Buyer), in an amount equal to the value allocated to each parcel of Acquired Owned Real Property as set forth in Schedule 2.3(a) (including all improvements located thereon), insuring title insurance policy to such real property substantially similar to the Title Insurance Policy (2013) attached hereto as Schedule 4.7(a) to be in Buyer or the applicable Designated Purchaser as of the Closing (subject only to Permitted Liens and, in the case of any Mortgage Loan secured by a Mortgaged Acquired Real Property, Permitted Real Property located in a jurisdiction where Exceptions) (collectively, the “Title Policies”). (b) Each title insurance policy obtained under Section 4.7(a) shall: (i) insure title to the real property and all recorded easements benefiting such policies are generally not availablereal property, (ii) contain an opinion of counsel of “extended coverage endorsement” insuring over the type general exceptions contained customarily rendered in such jurisdiction in lieu of title insurancepolicies, (iii) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien contain an ALTA Zoning Endorsement 3.1 (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1equivalent thereof), (2iv) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to contain an endorsement insuring that the exceptions contained real property described in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force the same real estate as shown on the survey delivered pursuant to Section 4.8 with respect to such property, (v) contain an endorsement insuring that each street adjacent to the real property is a public street and effect that there is direct and will be in force unencumbered pedestrian and effect upon vehicular access to such street from the consummation real property, (vi) if the real property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the transactions contemplated by this Agreementrecord parcels which are adjacent to one another, are contiguous to one another, and (vii) contain a “non-imputation” endorsement to the effect that title defects known to the officers, directors, and stockholders of the owner prior to the Closing shall not be deemed “facts known to the insured” for purposes of the policy. No claims have been made under such lender's Xcerra shall pay for the CLTA portion and Buyer shall pay for the ALTA portion of the title insurance policy, premium and no prior holder of the Mortgage, including the Seller, has done, for all endorsements listed above and for any additional endorsements requested by act or omission, anything which would impair the coverage of such lender's title insurance policy;Buyer.

Title Insurance. The Mortgage Loan Each related Mortgaged Property is covered by an ALTA (or its equivalent) lender's title insurance policy issued by a nationally recognized title insurance company, insuring that each related Mortgage is a valid first lien on such Mortgaged Property in the original principal amount of such Mortgage Loan (or or, in the case of any Mortgage the Westfield North Bridge Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not availableGroup, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the Mortgage LoanWestfield North Bridge Loan Group) after all advances of principal, subject only to Permitted Encumbrances and, in the exceptions contained in clauses (1)case of the Westfield North Bridge Loan Group, (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and further subject only to the exceptions contained fact that the related Mortgage also secures the other mortgage loans in clauses the Westfield North Bridge Loan Group (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionallyif such policy has not yet been issued, such lender’s insurance may be evidenced by a binding commitment or binding pro forma marked as binding and signed (either thereon or on a related escrow letter attached thereto) by the title insurer or its authorized agent) from a title insurer qualified and/or licensed in the applicable jurisdiction, as required, to issue such policy; such title insurance policy includes no exceptions regarding ingress, egress or encroachments that impact the value or the marketability of the Mortgaged Property. The Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect effect, all premiums have been paid, is freely assignable and will be in force and effect upon inure to the consummation benefit of the transactions contemplated by this Agreement. No Trustee as sole insured as mortgagee of record, or any such commitment or binding pro forma is a legal, valid and binding obligation of such insurer; no claims have been made by the Seller under such lender's title insurance policy, insurance; and no prior holder neither the Seller nor any Affiliate of the Mortgage, including the Seller, Seller has done, by act or omission, anything which that would materially impair the coverage of any such lender's title insurance policy;; such policy or commitment or binding pro forma contains no exclusion for (or alternatively it insures over such exclusion, unless such coverage is unavailable in the relevant jurisdiction) (A) access to a public road, (B) that there is no material encroachment by any improvements on the related Mortgaged Property either to or from any adjoining property or across any easements on the related Mortgaged Property, and (C) that the land shown on the survey materially conforms to the legal description of the related Mortgaged Property.

Title Insurance. The Mortgage Loan is covered by by: (i) an attorney’s opinion of title, the form and substance of which are acceptable to the FHA with respect to FHA Loans and the VA with respect to VA Loans; (ii) either (A) an ALTA lender's ’s title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx Xxxxxx Xxx or Fxxxxxx MacXxxxxxx Mac (or the FHA with respect to FHA Loans and the VA with respect to VA Loans, as the case may be), issued by a title insurer acceptable to Fxxxxx Xxxxxx Mae or Fxxxxxx Xxxxxxx Mac (or the FHA with respect to FHA Loans and the VA with respect to VA Loans, as the case may be) qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) lien of the Mortgage in an amount at least equal to the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage Note and other Loan Documents providing for adjustment to in the Mortgage Interest Rate and Monthly Payment, or (B) a binding commitment from such title insurer to issue the same; or (iii) with respect to HELOCs, a title search or guaranty of title customary in the relevant jurisdiction was obtained with respect to a HELOC as to which no title insurance policy or binder was issued; in each case subject to the exceptions contained in clauses (i) and (ii), and with respect to each Junior Loan, clause (4) of Section 3.2(c) hereof and in all cases subject to the exceptions to title set forth in the title insurance policy (or commitment) or attorney’s opinion of title, which exceptions are generally acceptable to banking institutions in connection with their regular mortgage lending activities, and to such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by the Mortgage. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required lender’s title insurance. Additionally, such lender’s title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact upon the value Mortgaged Property or the marketability any interest therein. The Seller or an Affiliate of the Mortgaged Property. The Seller is the sole insured of such lender's ’s title insurance policypolicy (or commitment), and such lender's ’s title insurance policy is in full force and effect and or will be in force and effect upon issuance pursuant to the consummation commitment. To the best of the transactions contemplated by this Agreement. No Seller’s knowledge and belief, no claims have been made under such lender's ’s title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's ’s title insurance policy;.

Title Insurance. The Mortgage Loan is covered by either (i) an attorney's opinion of title and abstract of title the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged Property is located or (ii) an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Macinsurance, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac Qualified Insurer and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) lien of the Mortgage in the original principal amount of the Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection Paragraph (xij) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1)3.02, (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, clause (4) of Paragraph (j) of this Section 3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact the value or the marketability of upon the Mortgaged PropertyProperty or any interest therein. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of such lender's title insurance policy. The Seller is Seller, its successors and assigns, are the sole insured insureds of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions purchase of the Mortgage Loans as contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and and, to the knowledge of the Seller, no prior holder of the Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy. In connection with the issuance of such lender's title insurance policy, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Seller;

Title Insurance. The Mortgage Loan is covered by either (a) an attorney's opinion of title and abstract of title the form and substance of which is acceptable to Xxxxxxx Mac, or (b) an ALTA lender's title insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged Property located in a jurisdiction where such policies are generally not available, an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance) or other generally acceptable form of policy of insurance acceptable to Fxxxxx Mxx or Fxxxxxx Mac, issued by a title insurer acceptable to Fxxxxx Mae or Fxxxxxx Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Sellerrelated Originator, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) of the Mortgage in the original principal amount of the First Mortgage, and as to the second priority lien of the Mortgage Loanin the original principal amount of the Second Mortgage, subject only to the exceptions contained in clauses (1), (2) and (3) of subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage LoanPermitted Exceptions, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to in the Mortgage Interest Coupon Rate and Monthly Scheduled Payment. Additionally, such lender’s 's title insurance policy includes no exceptions regarding ingressaffirmatively insures ingress and egress, egress and against encroachments by or encroachments that impact upon the value Property or any interest therein. Where required by state law or regulation, the marketability Mortgagor has been given the opportunity to choose the carrier of the Mortgaged Propertysuch lender's title insurance policy. The Seller is related Originator, its successors and assigns, are the sole insured insureds (except in the case of a joint protection policy, in which case the related Originator's interest is insured) of such lender's title insurance policy, and such lender's title insurance policy is valid and remains in full force and effect and will be in full force and effect upon the consummation sale of the transactions contemplated by this AgreementMortgage Loan to the Trust. No claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the Seller, has done, by act or omission, done anything which would impair the coverage of such lender's title insurance policy;.