Common use of Title Insurance Clause in Contracts

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) If required by the Administrative Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Additional Mortgage Policies”) issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Administrative Agent, which Closing Date Additional Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (ai) ALTA mortgagee The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policies policy (or policies) or marked up unconditional commitments therefor binder for such insurance. Each such policy shall (the "CLOSING DATE MORTGAGE POLICIES"A) issued by the Title Company with respect be in an amount satisfactory to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than Administrative Agent; (B) be issued at ordinary rates; (C) insure that the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or Mortgage insured thereby creates a valid leasehold first Lien on, and security interest in, each such Closing Date Mortgaged Property vested free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy with the creditors’ rights exceptions deleted – 2006 policy or 1970 form B (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such Borrower endorsements and assuring Collateral Agent that affirmative coverage as the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing request in form and substance acceptable to the Administrative Agent, including, without limitation (to the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) endorsement; first loss, last dollar and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; closing business; subdivision; environmental protection lien; CLTA 119.2 and CLTA 119.3 (for leased Real Estate, only); and such other endorsements as the Administrative Agent shall reasonably require in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Mortgaged Property, and (G) be issued by Chicago Title Insurance Company or such other title companies satisfactory to Collateral the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent; and (b) ). The Administrative Agent shall have received evidence satisfactory to Collateral it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (ii) The Administrative Agent that such Borrower has shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (i) delivered to above and a copy of all other material documents affecting the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Mortgaged Properties.

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to each of the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) If required by Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"Additional Mortgage Policies') issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAgent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority first priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a such standard survey exceptionexceptions as may be reasonably acceptable to Agent and Permitted Encumbrances, which Closing Date Additional Mortgage Policies Policy (1I) shall include an all endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Agent may reasonably request, all of the foregoing to be in form and substance reasonably satisfactory to Collateral Agent; and (bB) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in m connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“2023 Mortgage Policies”) issued by the Title Company with respect to each of the Closing Date 2023 Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts not less than such amount as Administrative Agent reasonably determine to be the respective amounts designated therein with respect to value of any particular Closing Date 2023 Mortgaged PropertiesProperty, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date 2023 Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date 2023 Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date 2023 Mortgaged Properties encumbered thereby, subject only to a standard survey exception, thereby which Closing Date 2023 Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (bB) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (ix) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date 2023 Mortgage Policies and (iiy) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date 2023 Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date 2023 Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Second Restatement Date Mortgage Policies”) issued by the Title Company with respect to each of the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Second Restatement Date Mortgaged Properties, in such amount as Administrative Agent reasonably determine to be the value of any particular Second Restatement Date Mortgaged Property, insuring fee simple title to, or a valid leasehold interest in, each such Closing Second Restatement Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Second Restatement Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Second Restatement Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, thereby which Closing Second Restatement Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (bB) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (ix) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Second Restatement Date Mortgage Policies and (iiy) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Second Restatement Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Second Restatement Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor and title updates and endorsements (the "CLOSING DATE MORTGAGE POLICIES") Effective Date Mortgage Policies" issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed (and marked with an asterisk) in Part A of Schedule 4.1N 4.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Effective Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexceptions as may be reasonably acceptable by the Administrative Agent, which Closing Effective Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) If required by the Administrative Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") Mortgage Policies" issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Administrative Agent, which Closing Date Additional Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. As determined by Syndication Agent in its --------------- sole discretion, (a) ALTA unconditional commitments for mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, and such other exceptions approved by Agents, which Closing Date Mortgage Policies (1) shall include a lenders aggregation endorsement, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Syndication Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent Agents may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Syndication Agent; and (b) evidence reasonably satisfactory to Collateral Syndication Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor or updates thereto in the case of insurance policies or unconditional commitments therefor issued no later than 30 days after the Second Restatement Effective Date (the "CLOSING DATE PREMIER MORTGAGE POLICIES") issued by the Title Company a title company satisfactory to Administrative Agent with respect to the Closing Date Premier Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Premier Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Premier Mortgaged Property vested in such Borrower Borrowers and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority first priority mortgage Liens on the respective Closing Date Premier Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Premier Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company title company all certificates and affidavits required by the Title Company title company in connection with the issuance of the Closing Date Premier Mortgage Policies and (ii) paid to the Title Company title company or to the appropriate governmental authorities all expenses and premiums of the Title Company title company in connection with the issuance of the Closing Date Premier Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) form 1970 ALTA extended coverage mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral insuring Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for the following endorsements to the extent available in the states where the Closing Date Mortgaged Properties are located: comprehensive, mechanics' lienslien, for future advances under this Agreement variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors' rights, doing business, first loss and for last dollar and any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) The Sellers shall and shall cause MMA, RTS and the Subsidiaries to cooperate with MMA Buyer in obtaining, a good and valid, irrevocable ALTA mortgagee title insurance policies or unconditional commitments therefor commitment (the "CLOSING DATE MORTGAGE POLICIESTitle Commitment") issued by from a title insurance company reasonably acceptable to MMA Buyer (the "Title Company"), irrevocably committing the Title Company with respect (subject only to the satisfaction of any industry standard requirements contained in the Title Commitment and reasonably acceptable to MMA Buyer) to issuing (i) an ALTA form of title insurance policy insuring good, valid and marketable fee simple title to the Owned Real Estate in RTS, in the amount that MMA Buyer reasonably requests prior to Closing, or (ii) a date down and, if required by MMA Buyer, an increased amount endorsement to the existing title insurance policy number 95080085 issued by Chicago Title Insurance Company, subject, in either case, to no Liens or other exceptions to title other than Permitted Exceptions (the "Title Policy") and insuring pedestrian and vehicular access to and from one or more legally and physically open public rights of way satisfactory to MMA Buyer, in its sole but reasonable discretion. The Title Commitment shall be effective as of a date occurring not earlier than the date of this Agreement and its effective date shall be brought down to the time of the Closing. The Title Policy shall include such endorsements thereto as may reasonably be requested by MMA Buyer including, without limitation, a zoning endorsement. On or prior to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoDate, in amounts not less than RTS and/or the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title toSellers shall execute and deliver, or a valid leasehold interest incause to be executed and delivered, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates any affidavits, standard gap indemnities and affidavits required similar documents reasonably requested by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to Title Commitment or the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Policy.

Title Insurance. (a) ALTA mortgagee A lender’s policy of title insurance policies (or unconditional commitments therefor (commitment to issue such a policy having the "CLOSING DATE MORTGAGE POLICIES"effect of a policy of title insurance) issued by the Title Company with respect a nationally recognized title insurance company reasonably acceptable to the Closing Date Agent (the “Title Company”) insuring (or committing to insure) the lien of the applicable Mortgage as valid and enforceable first priority mortgage lien on the US Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty described therein (each, a “Title Policy”) which insures the Agent that such Mortgage for such US Mortgaged Property creates a valid and enforceable first priority mortgage lien on such US Mortgaged Property, in amounts an amount not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each fair market value of such Closing Date US Mortgaged Property vested as reasonably determined, in such good faith, by the Borrower and assuring Collateral reasonably acceptable to the Agent (it being agreed that in lieu of any current appraisal, a current real property tax assessment may be used for such purpose), free and clear of all defects and encumbrances except Permitted Encumbrances, together with such endorsements (or in the case of zoning, zoning reports from a nationally recognized provider) as the Agent reasonably requests (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Agent), including, without limitation, to the extent available at commercially reasonably rates, a “tie-in” or “cluster” endorsement, if available under applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on law (i.e., policies which insure against losses regardless of location or allocated value of the respective Closing Date Mortgaged Properties encumbered thereby, subject only insured property up to a standard survey exceptionstated maximum coverage amount), which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liensendorsements on matters relating to usury, for first loss, last dollar, zoning, contiguity, future advances under this Agreement advances, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, separate tax lot revolving credit, so-called comprehensive coverage over covenants and restrictions and for any and all other matters that the Agent may reasonably requested by Collateral Agent request. Such Title Policy shall not include an exception for mechanics’ liens, and (2) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as Collateral the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;.

Title Insurance. (aA) If required by the Administrative Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") Additional Mortgage Policies" issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Administrative Agent, which Closing Date Additional Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.2K annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to Permitted Encumbrances and a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits reasonably required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies (or, in respect of property located in Texas, non-ALTA policies) or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1K annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens’ liens (subject to exceptions for mechanics liens appearing of record on the Closing Date which would constitute Permitted Encumbrances and which are acceptable to Administrative Agent), for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"Closing Date Mortgage Policies) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (bB) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (ai) ALTA mortgagee The Administrative Agent shall have received, in respect of each Mortgaged Property located in the United States of America, except as set forth in Schedule 6.15, a mortgagee’s title insurance policies policy (or policies) or marked up unconditional commitments therefor binder for such insurance. Each such policy shall (the "CLOSING DATE MORTGAGE POLICIES"A) issued by the Title Company with respect be in an amount reasonably satisfactory to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than Administrative Agent; (B) be issued at ordinary rates; (C) insure that the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or Mortgage insured thereby creates a valid leasehold first Lien on, and security interest in, each such Closing Date Mortgaged Property vested free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy – 1970 form B (Amended 10/17/70 and 10/17/84) or 2006 ALTA Loan Policy to the extent available in the particular jurisdiction of each Mortgaged Property (or equivalent policies); (F) contain such Borrower endorsements and assuring Collateral Agent that affirmative coverage as the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing request in form and substance acceptable to the Administrative Agent, including, without limitation (to the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) endorsement; first loss, last dollar (if not a 2006 ALTA Loan Policy) and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; doing business; subdivision; environmental protection lien; CLTA 119.2 and CLTA 119.3 (for leased Real Estate, only); deletion of arbitration; revolving credit/future advances; mortgage recording tax; deletion of creditors’ rights (if not a 1970 ALTA Loan Policy); and such other endorsements as the Administrative Agent shall reasonably require in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Mortgaged Property, and (G) be issued by title companies satisfactory to Collateral the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent; and (b) ). The Administrative Agent shall have received evidence satisfactory to Collateral it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (ii) The Administrative Agent that such Borrower has shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (i) delivered to above and a copy of all other material documents affecting the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Mortgaged Properties.

Title Insurance. Within 30 days after the Closing Date, Company shall have delivered to Agent (a) ALTA mortgagee title insurance policies or unconditional marked pro forma commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company title company with respect to the each Closing Date Mortgaged Properties listed so identified in Part A of Schedule 4.1N 5.5 annexed hereto, in amounts ------------ not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company title company all certificates and affidavits required by the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company title company or to the appropriate governmental authorities all expenses and premiums of the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;.

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1I annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Arranger or Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Arranger and Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Arranger and Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA Binding commitments from the Title Company to issue mortgagee title insurance policies or unconditional commitments therefor in a form customarily employed for commercial real estate transactions in The Bahamas and otherwise reasonably satisfactory to Agent (the "CLOSING DATE MORTGAGE POLICIES"“Mortgagee Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties Mortgages listed in Part A of on Schedule 4.1N annexed hereto3.1F, in amounts not less than the respective amounts designated therein on such Schedule with respect to any particular Closing Date Mortgaged Propertiesportion of Real Property Collateral, insuring fee simple title to, to or a valid leasehold interest in, in each such Closing Date Mortgaged portion of Real Property Collateral vested in such Borrower Loan Party and assuring Collateral insuring the Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionthe Permitted Encumbrances, which Closing Date Mortgage Mortgagee Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters all endorsements reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral the Agent may reasonably request, all of the foregoing in form and substance customarily employed for commercial real estate transactions in The Bahamas and otherwise reasonably satisfactory to Collateral the Agent; and (b) evidence satisfactory to Collateral the Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Mortgagee Policies, each in a form mutually acceptable to Borrower and Title Company and (ii) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Closing Date Mortgage Mortgagee Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate applicable real estate recordsproperty records of the Commonwealth of The Bahamas;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 3.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor (the "CLOSING DATE MORTGAGE POLICIESEffective Time Mortgage Policy") issued by the Title Company with respect to the Closing Date each Effective Time Mortgaged Properties Property listed in Part A II of Schedule 4.1N annexed hereto4.5(c), in amounts an amount not less than the respective amounts amount designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date the Effective Time Mortgaged Property, insuring leasehold or fee simple title, as applicable to the Effective Time Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create Effective Time Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date Effective Time Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Administrative Agent, which Closing Date Effective Time Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) a CLTA Form 110.5 endorsement or unconditional commitment therefor with respect to each of the Existing Title Policies issued with respect to an Existing Mortgaged Property located in California, and a Texas Form T-38 endorsement or unconditional commitment therefor with respect to each of the Existing Title Policies issued with respect to an Existing Mortgaged Property located in Texas, provided that with respect to the KSEV tower site in The Woodlands, Xxxxxxxxxx County, Texas and the Bering Property, new title policies, each substantially in the form of an Effective Time Mortgage Policy, shall be issued by the Title Company in place of such endorsements (such new title policies, together with the referenced endorsements, each being referred to herein as an "Existing Title Policy Endorsement") and (C) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Effective Time Mortgage Policies Policy or the Existing Title Policy Endorsement and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities or concurrently with the Closing Date shall pay all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Effective Time Mortgage Policies Policy or the Existing Title Policy Endorsement and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Effective Time Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of on Schedule 4.1N 5.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only thereby (provided that Company may cause to be delivered to Administrative Agent on the Closing Date a standard survey exceptionClosing Date Mortgage Policy listing as an exception any of the items set forth on Schedule 5.5 annexed hereto so long as such exception is removed by endorsement within 15 days of the Closing Date), which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;; 83 EXECUTION

Title Insurance. (a) ALTA mortgagee At Buyer's expense, Seller will obtain and deliver within a reasonable time after the Closing Date the following title insurance policies commitments, policies, and riders with respect to each parcel of real estate included in the Purchased Assets, an ALTA Owner's Policy of Title Insurance Form B-1987 (or unconditional commitments therefor (equivalent policy reasonably acceptable to Designated Buyer if the "CLOSING DATE MORTGAGE POLICIES"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 a title insurer reasonably satisfactory to Designated Buyer (and, if requested by Designated Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement reasonably acceptable to Designated Buyer), in such amount as Designated Buyer reasonably may determine to be the Title Company fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in Designated Buyer as of the Closing (subject only to Permitted Encumbrances). Each title insurance policy 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 such policies, (C) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (D) 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, (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 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 = 1997), (G) 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, and (H) contain a "non-imputation" endorsement to the effect that title defects known to the officers, directors, and shareholders of the owner prior to the Closing Date Mortgaged Properties listed in Part A shall not be deemed "facts known to the insured" for purposes of Schedule 4.1N annexed heretothe policy. Prior to closing, in amounts not less than Seller shall deliver to Designated Buyer the respective amounts designated therein forms of the policies of title insurance and endorsements proposed by the title insurance company with respect to such policies together with a statement of the exceptions proposed by the title insurance company as of a date after the date of this Agreement. Designated Buyer shall communicate directly with the title insurance company with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, matters with which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;it is dissatisfied.

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Borrowers' cost;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N SCHEDULE 4.1K annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexception and such other standard exceptions and other matters of record as are approved by Agents, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent Agent, each to the extent available in the state in which the respective Closing Date Mortgaged Properties are located and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESMerger Date Mortgage Policies") issued by the Title Company with respect to the Closing Merger Date Mortgaged Properties listed in Part A of on Schedule 4.1N 5.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Merger Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Merger Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Merger Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Merger Date Mortgaged Properties encumbered thereby, subject only thereby (provided that Company may cause to be delivered to Administrative Agent on the Merger Date a standard survey exceptionMerger Date Mortgage Policy listing as an exception any of the items set forth on Schedule 5.5 so long as such exception is removed by endorsement within 15 days of the Merger Date), which Closing Merger Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Merger Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Merger Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Merger Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N on SCHEDULE 5.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only thereby (provided that Company may cause to be delivered to Administrative Agent on the Closing Date a standard survey exceptionClosing Date Mortgage Policy listing as an exception any of the items set forth on SCHEDULE 5.5 annexed hereto so long as such exception is removed by endorsement within 15 days of the Closing Date), which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exceptionexceptions, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost;

Title Insurance. (a) ALTA standard form mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies,”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto4.1G, in amounts not less than the respective amounts designated therein on such Schedule with respect to any particular Closing Date Mortgaged PropertiesProperty, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring insuring the Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to (A) a standard survey exceptionexception limited to matters occurring after the date of the most recent survey and (B) Permitted Liens, which Closing Date Mortgage Policies (1) shall include include, to the extent available in each jurisdiction in which the Mortgaged Property is located, an endorsement for mechanics' liens’ liens (or a deletion of the standard pre-printed mechanics’ lien exception), for future advances under this Agreement and for any other matters reasonably requested by the Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (b) evidence satisfactory to the Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits reasonably required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed (and marked with an asterisk) in Part A of Schedule 4.1N 4.1H annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (ai) If required by the Applicable Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts an amount satisfactory to the Applicable Agent (which in the absence of a Default or Event of Default shall be an amount not less than to exceed 10% of the respective amounts designated therein with respect to any particular Closing Date gross book value of such Additional Mortgaged PropertiesProperty), insuring fee simple title to, or a valid leasehold interest in, each to such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority priority mortgage Liens lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exceptionexception and such other exceptions as are customary or are reasonably acceptable to the Applicable Agent, which Closing Date Additional Mortgage Policies Policy (1A) shall include an endorsement for mechanics' liens, for future advances under this Agreement liens and for any other matters reasonably requested by Collateral the Applicable Agent and (2B) shall provide for affirmative insurance and such reinsurance as Collateral the Applicable Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Applicable Agent; and (bii) evidence satisfactory to Collateral the Applicable Agent that such Borrower Loan Party has (iA) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiB) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) If reasonably requested by Collateral Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the a "CLOSING DATE MORTGAGE POLICIESMortgage Policy") issued by the Title Company with respect to the Closing Date such Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesCollateral Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create such Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Mortgaged Properties encumbered therebyProperty, subject only to to, if available in the state in which such Mortgaged Property is located, a standard survey exceptionexception and to Permitted Encumbrances, which Closing Date Mortgage Policies Policy (1) shall include include, if available in the state in which such Mortgaged Property is located, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters REVOLVING LOAN CREDIT AGREEMENT EXECUTION 110 118 reasonably requested by Collateral Agent and (2) shall provide for such affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits customarily required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Mortgage in the appropriate real estate records; provided however, that Administrative Agent shall allow for such reasonable revisions to the applicable mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost;

Title Insurance. (aA) If required by the Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE ADDITIONAL MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount reasonably satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesAgent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower and assuring Collateral the Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exceptionany exceptions as may be reasonably acceptable to the Agent, which Closing Date Additional Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Agent; and (bB) evidence satisfactory to Collateral the Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a Permitted Encumbrance, a standard survey exception, and any other matters approved in writing by Administrative Agent for inclusion in the Closing Date Mortgage Policies, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities 80 all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of on Schedule 4.1N 5.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only thereby (provided that Company may cause to be delivered to Administrative Agent on the Closing Date a standard survey exceptionClosing Date Mortgage Policy listing as an exception any of the items set forth on Schedule 5.5 so long as such exception is removed by endorsement within 15 days of the Closing Date), which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance --------------- policies or unconditional commitments therefor or equivalent title protection (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records; and (c) with respect to Closing Date Mortgaged Properties in any jurisdiction other than the United States, the customary equivalent to the foregoing, as reasonably determined by Agent, under applicable law and customary practice in such jurisdiction;

Title Insurance. (a) ALTA mortgagee extended coverage title insurance --------------- policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1I annexed hereto, in ------------- amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionPermitted Encumbrances, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESMortgage Policies") issued by title companies acceptable to the Title Company Lender with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect amount acceptable to any particular Closing Date Mortgaged Propertiesthe Lender, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent the Lender that the applicable Closing Date Mortgages create Mortgage in respect of each Mortgaged Property creates a valid and enforceable First Priority first priority mortgage Liens lien on the respective Closing Date such Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Lender, which Closing Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent the Lender and (2II) shall provide for affirmative insurance and such reinsurance as Collateral Agent the Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agentthe Lender; and (bB) evidence satisfactory to Collateral Agent the Lender that such the Borrower has (iI) delivered to the Title Company each title company all certificates and affidavits required by the Title Company such title company in connection with the issuance of the Closing Date Mortgage Policies and (iiII) paid to the Title Company title companies or to the appropriate governmental authorities all expenses and premiums of the Title Company title companies in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages on the Mortgaged Properties in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1P annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Credit Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes Taxes (including mortgage recording and intangible taxesTaxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1J annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If reasonably requested by Collateral Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the a "CLOSING DATE MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesCollateral Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create such Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Mortgaged Properties encumbered therebyProperty, subject only to to, if available in the state in which such Mortgaged Property is located, a standard survey exceptionexception and to Permitted Encumbrances, which Closing Date Mortgage Policies Policy (1) shall include include, if available in the state in which such Mortgaged Property is located, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for such affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits customarily required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Mortgage in the appropriate real estate records;; provided however, that Administrative Agent shall allow for such reasonable revisions to the applicable mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost; provided, further, that in no event shall such Loan Party be required to pay any additional 117 mortgage recording tax after the initial recording of any such Mortgage which may be required in order to maintain the secured or priority status of such Mortgage.

Title Insurance. (a) ALTA mortgagee Each title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") policy required under this Agreement shall be issued by the Title Insurance Company with respect on the standard ALTA form (1992) in an amount equal to the Closing Date Mortgaged Properties listed amount of the Revolving Loans allocated to such Borrowing Base Asset, as determined by the Agent in Part A of Schedule 4.1N annexed heretoits sole discretion, in amounts not less than the respective amounts designated therein with respect without exceptions as to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement with no other exceptions objectionable to the Agent, and for any with a "last dollar" endorsement and other matters reasonably requested by Collateral endorsements as the Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request. If required by the Title Insurance Company in order to delete mechanics' lien exceptions, all of the foregoing Obligors must agree to provide an indemnification agreement satisfactory to the Title Insurance Company. Upon the Agent's request (if the insured amount exceeds the limits from time to time promulgated by the Agent for the title insurer or insurers providing the title insurance), the Lenders must receive reinsurance and direct access agreements in form and substance reasonably satisfactory to Collateral the Agent in form and amount and with companies acceptable to the Agent; . The Agent and its counsel must each be provided with legible record copies of all documents listed as the source of title or as exceptions in the title binder. The title policy must assure the Lenders that the roads and ways, upon which the applicable Borrowing Base Asset bounds and has access, are duly dedicated open and maintained public ways or that other reasonable vehicular access is available. No subsequent title bring-to-date reports will be required so long as the Obligors pay all payables within forty five (45) days of the date rendered and, if required by the Required Lenders and material in amount, obtains lien waivers at the time of payment from those contractors who have the right to file mechanic's liens. (b) evidence satisfactory Title insurance will not be required on any Borrowing Base Asset that is subject to Collateral a Mortgage granted by a Borrower and is reasonably expected to remain a Borrowing Base Asset for less than fifteen (15) months (i.e., Sold Units, Spec Units, or Model Units) or is not eligible for inclusion in the Borrowing Base after fifteen (15) months, so long as the Obligors pay all payables within forty five (45) days of the date rendered and obtain monthly lien waivers at the time of payment from their contractors who have the right to file mechanics' liens. Notwithstanding the foregoing, whenever new Projects are added as Borrowing Base Assets, the applicable Borrower must submit to the Agent a Title Confirmation Letter for each such Project. In addition, at the Agent's option, the Agent may from time to time obtain, at Lenders' expense, separate title reports for such Projects. Such title reports must indicate that the Borrowers own each Project free and clear of all liens and other encumbrances reasonably objectionable to the Agent, and that such Project is subject to a first priority recorded Mortgage. The quarterly Covenant Compliance Certificate will include a certification by the Obligors that, to the Obligors' knowledge, no Borrowing Base Asset for which the Lenders do not have title insurance and which is subject to a Mortgage from a Borrower has been a Borrowing Base Asset for more than fifteen (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;15)

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor and title updates and endorsements (the "CLOSING DATE MORTGAGE POLICIES"“Effective Date Mortgage Policies”) issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed (and marked with an asterisk) in Part A of Schedule 4.1N 4.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Effective Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexceptions as may be reasonably acceptable by the Administrative Agent and the Lenders, which Closing Effective Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agentthe Administrative Agent and the Lenders; and (bB) evidence satisfactory to Collateral the Administrative Agent and the Lenders that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA Subject to Section 5.11(d), the Administrative Agent shall have received in respect of each of the existing mortgagee title insurance policies (each, an "Existing Mortgagee Title Policy") an endorsement or unconditional commitments therefor endorsements (collectively, the "CLOSING DATE MORTGAGE POLICIESEndorsements"). Each of the Endorsements shall modify the relevant Existing Mortgage Title Policy to (i) issued amend the effective date of such Existing Mortgagee Title Policy to be the date of recordation of the relevant Mortgage Amendment, (ii) insure that the Mortgage insured thereby, as amended by the Title Company with respect relevant Mortgage Amendment, creates and continues to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or be a valid leasehold interest in, each such Closing Date first Lien on the Mortgaged Property vested in such Borrower encumbered thereby free and assuring Collateral clear of all defects and encumbrances, except those listed on Schedule B of the Existing Mortgage Title Policies and those permitted by Section 6.3; (iii) name the Administrative Agent that for the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on benefit of the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent Lenders as the insured thereunder; and (2iv) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing be in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (b) . The Administrative Agent shall have received evidence reasonably satisfactory to Collateral it that all premiums in respect of each of the Endorsements, and all charges for mortgage recording tax, if any, have been paid. The Administrative Agent that shall have also received a copy of all recorded documents referred to, or listed as exceptions to title in, the Endorsements referred to in this paragraph and a copy, certified by such Borrower has (i) delivered to parties as the Title Company Administrative Agent may deem reasonably appropriate, of all certificates and affidavits required other documents affecting the property covered by each Mortgage as shall have been reasonably requested by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Administrative Agent.

Title Insurance. Title to Assets comprised of interests in real property shall have been evidenced by the willingness (evidenced as set forth below) of Xxxxxxx Title Company (or an Affiliate thereof) or other title company mutually acceptable to the parties (the "Title Insurer") to issue at regular rates ALTA owner's, or lessee's, as the case may be, extended coverage policies of title insurance (1990 Form B) (the "Title Policies"), with the general survey and creditors' rights exceptions removed, in amounts equal to the respective portions of the Plant Purchase Price allocated to such interests, showing title to such interests in such real property vested in the LLC subject to transfer of such interest to the LLC. Such Title Policies shall show title vested in the LLC, subject only to: (a) A lien or liens to secure payment of real estate taxes not delinquent; (b) Exceptions disclosed by the current standard ALTA mortgagee title insurance policies Preliminary Title Reports and surveys, delivered to and approved (except as shown on Schedule 8.6(b)) by Buyer prior to the Closing Date (as indicated by Buyer's signature of approval appended thereto); (c) Matters created by, or unconditional commitments therefor with the consent of, Buyer; and Page 45 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (d) Other possible matters that in the "CLOSING DATE MORTGAGE POLICIES") issued aggregate are not substantial in amount and do not materially detract from or interfere with the present or intended use of such real property, including such minor matters as may be disclosed by surveys taken after the date hereof. The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof at the Closing or by the Title Company Insurer's delivery of written commitments or binders, dated as of the Closing, to issue such Title Policies within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Sellers, in writing, notice setting forth the reason(s) for such unwillingness as soon as practicable. Sellers shall have the right to seek to cure any defect which is the reason for such unwillingness, and to extend the Closing and the Termination Date, if necessary, for a period of up to ten Business Days to provide to Sellers the opportunity to cure. In the event that, despite Sellers' efforts to cure, the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then Buyer, at its option, may terminate this Agreement. Notwithstanding the foregoing, Buyer may elect to cause the LLC to accept such title to any such property interests as the Sellers may be able to convey, and such title insurance with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretosame as the Title Insurer is willing to issue, in amounts not less than which case such interests shall be conveyed as part of the respective amounts designated therein with respect to Assets without reduction of the Purchase Price or any particular Closing Date Mortgaged Properties, insuring fee simple title to, credit or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower allowance against the same and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens without any other liability on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all part of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Sellers.

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, 107 subject only to a standard survey exceptionexceptions, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost;

Title Insurance. (a) ALTA mortgagee title insurance policies or --------------- unconditional commitments therefor (or such comparable or equivalent insurance to the extent available with respect to properties located outside of the United States) (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company a title company with respect to the Closing Date Mortgaged Properties as listed in Part A of Schedule 4.1N 5.5 annexed heretohereto and identified on such Schedule as ------------ being so encumbered, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral insuring Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionthe Permitted Encumbrances, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered 112 to the Title Company such title company all certificates and affidavits required by the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company title company or to the appropriate governmental authorities all expenses and premiums of the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies --------------- or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1I annexed hereto, in ------------- amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Syndication Agent or Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Syndication Agent and Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Syndication Agent and Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionProperty, which Closing Date Additional Mortgage Policies Policy (1) shall include include, if available in the state in which such Mortgaged Property is located, a lender's aggregation endorsement, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; o TITLE REPORT. If no Additional Mortgage Policy is required with respect to such Additional Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date such Additional Mortgage is to be recorded and reasonably satisfactory in form and substance to Administrative Agent;

Title Insurance. As determined by Syndication Agent in its sole discretion, (a) ALTA unconditional commitments for mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Administrative Agent that the applicable Closing Date Assigned Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, and such other exceptions approved by Agents, which Closing Date Mortgage Policies (1) shall include a lenders aggregation endorsement, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent Agents and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent Agents may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral AgentAgents; and (b) evidence satisfactory to Collateral Agent Agents that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Assigned Mortgages in the appropriate real estate records;

Title Insurance. (aA) If required by the Administrative Agent, ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE ADDITIONAL MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the Administrative Agent, which Closing Date Additional Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING EFFECTIVE DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed in Part A of Schedule 4.1N 5.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Effective Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby and that the applicable amendments to Mortgages create valid and enforceable mortgage Liens on the respective Mortgages encumbered thereby, subject only to a standard survey exception, which Closing Effective Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower U.S. Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower U.S. Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Borrower's cost;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING EFFECTIVE DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed (AND MARKED WITH AN ASTERISK) in Part A of Schedule 4.1N SCHEDULE 4.5 annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Agent that the applicable Closing Effective Date Mortgages create valid and enforceable [First Priority Priority] mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexceptions as may be reasonably acceptable by the Agent, which Closing Effective Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Agent; and (bB) evidence satisfactory to Collateral the Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies policy or --------------- unconditional commitments commitment therefor (the "CLOSING DATE MORTGAGE POLICIESEffective Date Mortgage Policies") issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts an amount not less than the respective amounts amount designated therein with respect to any particular Closing Date Mortgaged Propertiestherein, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Effective Date Mortgaged Property vested in such Borrower or the applicable Subsidiary Guarantor and assuring Collateral Administrative Agent that the applicable Closing Effective Date Mortgages create creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Effective Date Mortgaged Properties encumbered therebyProperties, subject only to a standard survey exception, which Closing such Effective Date Mortgage Policies (1) shall include an endorsement for the following endorsements to the extent available in the state of where the property is located: comprehensive, mechanics' lienslien, for future advances under this Agreement variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors' rights, doing business, first loss and for last dollar and any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Mortgaged Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor listed on Schedule 4.1H annexed hereto (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1H annexed hereto (other than the leasehold property located at Chino, California listed on Schedule 4.1H annexed hereto), in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring (1) fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property owned in fee and (2) leasehold title to the Norcross, Georgia property listed on Schedule 4.1H annexed hereto, vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Second Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to (i) Liens permitted by this Agreement and the First Lien Credit Agreement, (ii) minor defects on title that do not materially interfere with Company’s or its Subsidiaries’ ability to conduct its business or to utilize such assets for their intended purposes, (iii) where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iv) a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2z) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance (fee or --------------- leasehold, as applicable) policies or unconditional title commitments therefor (the "CLOSING DATE MORTGAGE POLICIESPost- ----- Closing Mortgage Policies") issued by one or more title companies reasonably ------------------------- satisfactory to the Administrative Agent (collectively, the "Title Company Company") ------------- with respect to the Post-Closing Date Mortgaged Properties listed in Part A designated by Administrative Agent, naming Administrative Agent for the benefit of Schedule 4.1N annexed heretothe Lenders as the insured, in amounts not less than the respective amounts designated therein with respect to any in each of the particular Post-Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Administrative Agent that the applicable Post-Closing Date Mortgages create valid and enforceable First Priority first priority mortgage Liens on the respective Post-Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionall exceptions of record (provided that they do not materially and adversely affect the use of the property in the manner it is currently being used by the Borrower or the Guarantor, as the case may be), which Post-Closing Date Mortgage Policies shall, to the extent permitted by applicable law, (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Credit Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Post-Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Post- Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exceptionexception in the event a survey is not required to be delivered with respect to such Additional Mortgaged Property pursuant to subsection 6.9C(vii), which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy 104 and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. The Purchaser, at its option, shall obtain a commitment for an ALTA Owner's Title Insurance Policy for each Owned Real Property and a commitment for an ALTA Leasehold Title Insurance Policy for each Leased Real Property identified by Purchaser (a) ALTA mortgagee the "MATERIAL LEASED REAL PROPERTY"), issued by a title insurance company reasonably satisfactory to Purchaser (the "TITLE COMPANY"), together with a copy of all documents referenced therein (the "TITLE COMMITMENTS"). The Purchaser, at its option, shall obtain title insurance policies or unconditional commitments therefor (which may be in the "CLOSING DATE MORTGAGE POLICIES") issued by form of a xxxx-up of a pro forma of the Title Company Commitments) in accordance with respect the Title Commitments, insuring the Seller's or any Subsidiary's fee simple title to each Owned Real Property or the Seller's or any Subsidiary's legal, valid, binding and enforceable leasehold interest in each Material Leased Real Property (as the case may be) as of the Closing Date Mortgaged Properties listed in Part A (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Seller through the date of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered therebyrecording, subject only to a standard survey exceptionPermitted Encumbrances, which Closing Date Mortgage Policies in such amount as Purchaser reasonably determines to be the value of the Real Property insured thereunder (1) the "TITLE POLICIES"). Each of the Title Policies, at Purchaser's option, shall include an endorsement for mechanics' liensALTA Form 3.1 zoning (with parking and loading docks), for future advances under this Agreement non-imputation and for any all other matters endorsements reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably requestPurchaser, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; Purchaser. The Seller will execute and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered deliver to the Title Company all certificates customary affidavits, undertakings, other title clearance documents and affidavits required by assistance necessary to issue the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid endorsements thereto. The Purchaser shall bear all premiums, fees, costs and expenses with respect to the Title Company or to the appropriate governmental authorities all expenses Commitments and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Policies.

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1I annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to Permitted Encumbrances and a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits reasonably required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor and title updates and endorsements (the "CLOSING DATE MORTGAGE POLICIES"“Effective Date Mortgage Policies”) issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed (and marked with an asterisk) in Part A of Schedule 4.1N 4.5 annexed heretoto the Credit Agreement, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Effective Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexceptions as may be reasonably acceptable by the Administrative Agent, which Closing Effective Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate records;

Title Insurance. (a) An ALTA standard form mortgagee title --------------- insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional ---------- Mortgage Policy") issued by the Title Company a title company with respect to the Closing Date such Additional --------------- Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than an amount reasonably satisfactory to the respective amounts designated therein with respect to any particular Closing Date Mortgaged PropertiesCollateral Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring insuring the Collateral Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject (unless a survey is delivered pursuant to clause (vi) below) only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Collateral Agent to the extent available in the particular jurisdiction and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (b) evidence satisfactory to Collateral the Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company a title company all certificates and affidavits required by the Title Company a title company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company a title company or to the appropriate governmental authorities all expenses and premiums of the Title Company a title company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records, provided, however that the -------- ------- Administrative Agent shall allow for such reasonable revisions to the applicable Additional Mortgage and shall take such other steps as are reasonable and customary to minimize recording, mortgage recording, stamp documentary and intangible taxes;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Borrowers' cost;

Title Insurance. (a) an ALTA mortgagee title insurance policies policy or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policy") issued by the Title Company with respect to the Closing Date Mortgaged Properties Property listed in Part A of Schedule 4.1N 4.1Q annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular the Closing Date Mortgaged PropertiesProperty, insuring fee simple title to, or a valid leasehold interest in, each in such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date Mortgaged Properties Property encumbered thereby, subject only to a standard survey exception, which the Closing Date Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Company has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy, and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Mortgage in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the "CLOSING DATE MORTGAGE POLICIES"an “Additional Mortgage Policy”) issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' ’ liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company’s cost;

Title Insurance. (a) If required by Administrative Agent, an ALTA --------------- mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;; (v)

Title Insurance. (a) ALTA mortgagee Wxxx Las Vegas shall use commercially reasonable efforts to provide to the Collateral Agent, for the benefit of the Trustee and the Holders, by the Closing Date, one or more policies of title insurance insuring the lien of the Deeds of Trust securing the Notes on Wxxx Las Vegas’, Wxxx Golf’s, and Wynn Sunrise, LLC’s, respectively, owned or leased real properties mortgaged as security for the Notes, and which policy or policies or unconditional commitments therefor shall (the "CLOSING DATE MORTGAGE POLICIES"i) be issued by the Title Company with respect a title company or companies reasonably acceptable to the Closing Date Mortgaged Properties listed in Part A Collateral Agent; (ii) include such coinsurance and/or reinsurance (with right of direct access) as shall be reasonably acceptable to the Collateral Agent; (iii) have been supplemented by endorsements reasonably requested by the Collateral Agent and available at commercially reasonable premium costs; and (iv) contain as “Schedule 4.1N annexed hereto, in amounts not less than B” exceptions to coverage only Permitted Liens and such other exceptions to title as shall be reasonably agreed to by the respective amounts designated therein Collateral Agent with respect to any particular Closing Date Mortgaged Propertiesreal estate encumbered by any such Deed of Trust (individually, insuring fee simple title toa “Title Policy,” and collectively, or a valid leasehold interest in“Title Policies”); provided, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent however, that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on amount of insurance to be purchased under the respective Closing Date Mortgaged Properties encumbered thereby, subject only Title Policies shall be in an aggregate amount equal to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all the principal amount of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and Notes issued at the Closing Date. (b) evidence satisfactory If Wxxx Las Vegas cannot deliver the Title Policy or Title Policies to the Collateral Agent on the Closing Date, as set forth in Section 4.30(a) hereof, Wxxx Las Vegas shall use commercially reasonable efforts to provide to the Collateral Agent, for the benefit of the Trustee and the Holders, within 60 days after the Closing Date, the Title Policy or Title Policies in an aggregate amount equal to the principal amount of the Notes issued at the Closing Date. (c) The Issuers and the Guarantors are not restricted under this Indenture from taking actions or engaging in transactions that are permitted, or not precluded, by the terms and provisions of this Indenture even though such Borrower has actions or transactions may have the effect of (i) delivered to impairing the coverage of any Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and and/or (ii) paid providing the applicable title companies with defenses to the claims made under any Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;Policies.

Title Insurance. (a) ALTA mortgagee title insurance policies (or, in respect of property located in Texas, non-ALTA policies) or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1L annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens’ liens (subject to exceptions for mechanics liens appearing of record on the Closing Date which would constitute Permitted Encumbrances and which are acceptable to Administrative Agent), for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA standard form mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto4.1G, in amounts not less than the respective amounts designated therein on such Schedule with respect to any particular Closing Date Mortgaged PropertiesProperty, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring insuring the Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Second Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to (A) a standard survey exceptionexception limited to matters occurring after the date of the most recent survey and (B) Permitted Liens, which Closing Date Mortgage Policies (1) shall include include, to the extent available in each jurisdiction in which the Mortgaged Property is located, an endorsement for mechanics' liens’ liens (or a deletion of the standard pre-printed mechanics’ lien exception), for future advances under this Agreement and for any other matters reasonably requested by the Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (b) evidence satisfactory to the Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits reasonably required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1S annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such -------- ------- reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost;

Title Insurance. (a) ALTA mortgagee title insurance policies or --------------- unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 5.5B annexed hereto, ------------- in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority, Second Priority and Third Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to Permitted Encumbrances and to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1L annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' ’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA standard form mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1G annexed hereto, in amounts not less than the respective amounts designated therein on such Schedule with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring insuring the Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexception limited to matters occurring after the date of the most recent survey, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and (b) evidence satisfactory to the Collateral Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority first priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exceptionexceptions, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances (in each case, if available) under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records; provided, however, that Administrative Agent shall allow for such reasonable revisions to the applicable Mortgage and shall otherwise take such steps as are reasonable and customary to minimize recording, mortgage recording, stamp, documentary and intangible taxes, at Company's cost;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N SCHEDULE 4.1L annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) Form 1970 ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policy”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect to any particular the Closing Date Mortgaged PropertiesProperty, insuring fee simple title to, or a valid leasehold interest in, each such the Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create Mortgage creates valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date Mortgaged Properties Property encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies Policy (1) shall include an endorsement for the following endorsements to the extent available in the state where the Closing Date Mortgaged Property is located: comprehensive, mechanics' liens’ lien, for future advances under this Agreement variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors’ rights, doing business, first loss and for last dollar and any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Mortgage in the appropriate real estate records;

Title Insurance. (a) A 1970 (amended October 17, 1970) ALTA mortgagee title insurance policy or policies or unconditional commitments commitment therefor (the "CLOSING DATE MORTGAGE POLICIESMortgage Policy") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed Property in Part A of Schedule 4.1N annexed hereto, in amounts an amount not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Propertiesmaximum aggregate amount of the Commitments, in each case, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower for the benefit of Administrative Agent on behalf of Agent and assuring Collateral Agent Lenders that the applicable Closing Date Mortgages create Deed of Trust creates a valid and enforceable First Priority mortgage Liens deed of trust Lien on the respective Closing Date Mortgaged Properties encumbered therebyProperty, subject only to Permitted Liens and that the Leasehold Deed of Trust creates a standard survey exceptionvalid and enforceable deed of trust Lien on or in the Mall Construction Subsidiary's leasehold interest under the Mall Lease and the Billboard Master Lease subject only to the Lien of the Interim Mall Lender therein and other Permitted Liens, which Closing Date Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and Administrative Agent, (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral AgentAdministra tive Agent and (3) shall not have a creditor's rights exception; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower has Borrowers have or have caused to be (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Deed of Trust and the Leasehold Deed of Trust in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies (or, in respect of property located in Texas, non-ALTA policies) or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES"“Closing Date Mortgage Policies”) issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens’ liens (subject to exceptions for mechanics liens appearing of record on the Closing Date which would constitute Permitted Encumbrances and which are acceptable to Administrative Agent), for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee With respect to each Mortgage encumbering any Mortgaged Property, a policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable first priority mortgage or deed of trust lien on the Mortgaged Property described therein, in an amount not less than 110% of the fair market value of such Mortgaged Property as reasonably determined, in good faith, by the Company and reasonably acceptable to the Initial Purchasers (such policies or unconditional commitments therefor (collectively, the "CLOSING DATE MORTGAGE POLICIES") “Mortgage Policies”), issued by the Title Company with respect to Company, which reasonably assures the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create Mortgage on such Mortgaged Property is valid and enforceable First Priority first priority mortgage Liens lien on the such respective Closing Date Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing otherwise be in form and substance reasonably satisfactory to the Trustee and the Collateral Agent and shall have been supplemented by endorsements reasonably requested by the Trustee and the Collateral Agent and available at commercially reasonable premium costs (including, without limitation, to the extent applicable and available in the applicable jurisdiction where the Mortgaged Property is located endorsements on matters relating to usury, first loss, last dollar, non-imputation, public road access, doing business, variable rate, contiguity (where appropriate), “tie-in” or “cluster,” environmental lien, address, subdivision, survey, any special use of the Mortgaged Property or improvements or equipment related thereto, and so-called comprehensive coverage over covenants and restrictions); the Company will obtain, or cause to be obtained such coinsurance or direct access re-insurance as shall be reasonably acceptable to the the Trustee and the Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;.

Title Insurance. (a) ALTA mortgagee With respect to each parcel of real estate to be covered by a New Lease and which Section 3.12 of the Disclosure Schedule indicates is a property for which a title insurance policy is to be procured, the Company shall, at the Company’s sole cost and expense, procure, prior to the Closing, the following title insurance commitments, policies and riders: an ALTA Leasehold Owner’s Policy of Title Insurance-1987 (or unconditional commitments therefor (equivalent policy reasonably acceptable to the "CLOSING DATE MORTGAGE POLICIES"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 reasonably satisfactory to the Title Company 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 reasonably acceptable to the Buyer) in such amount as the Buyer reasonably may determine (taking into account all factors relevant to the Buyer, including the revenue produced by the leased property, the time cost of money (using prevailing interest rates) and other factors such as whether the fair market rental value of the premises exceeds the stipulated consideration in such New Lease, whether the tenant has any option to renew or extend, whether the tenant owns any improvements located on the premises, whether the tenant is permitted to sublease, and whether the tenant would owe any amount under such New Lease if evicted), insuring title to the leasehold estate to be in the Buyer as of the Closing or such later date as the applicable notice of Lease with respect to such Lease is record in the Closing Date Mortgaged Properties applicable land records (subject only to the title exceptions described in Section 3.12 of the Disclosure Schedule and in all events not subject or subordinate to any monetary liens). To facilitate the issuance of such policies, the Company will deliver to the Buyer, no later than 14 days prior to the Closing, a commitment for such insurance issued by the title insurer, along with legible copies of all documents listed as exceptions therein. (b) Each title insurance policy obtained under Section 5.9(a) shall: (i) insure title to the real property and all recorded easements benefiting such real property, (ii) contain an “extended coverage endorsement” insuring over the general exceptions contained customarily in Part A of Schedule 4.1N annexed heretosuch policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or the equivalent thereof), (iv) contain an endorsement insuring that the real property described in amounts not less than the respective amounts designated therein title insurance policy is the same real estate as shown on the survey delivered pursuant to Section 5.10 with respect to any particular Closing Date Mortgaged Propertiessuch property, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1v) shall include contain an endorsement for mechanics' liensinsuring 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, for future advances under this Agreement (vi) contain an endorsement that electricity, water, gas, sewer and for any other matters reasonably requested by Collateral Agent and utilities serve the real property described in the title insurance policy directly from an adjacent public street, (2vii) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably requestif the real property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the foregoing in form and substance reasonably satisfactory record parcels are contiguous to Collateral Agent; one another, and (bviii) evidence satisfactory to Collateral Agent that such Borrower has (i) delivered contain a “non-imputation” endorsement to the Title Company all certificates effect that title defects known to the officers, directors, and affidavits required by the Title Company in connection with the issuance stockholders of the Closing Date Mortgage Policies and (ii) paid owner prior to the Title Company or Closing shall not be deemed “facts known to the appropriate governmental authorities all expenses and premiums insured” for purposes of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;policy.

Title Insurance. (a) If required by Administrative Agent, an --------------- ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey suryey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company a title company satisfactory to Agent with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N SCHEDULE B, PART 5.1L annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral Agent that the applicable Closing Date Mortgages create or continue valid and enforceable First Priority first priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexception and Permitted Encumbrances, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Credit Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower Credit Party has (i) delivered to the Title Company title company all certificates and affidavits required by the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company title company or to the appropriate governmental authorities all expenses and premiums of the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIESClosing Date Mortgage Policies") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N 4.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for the following endorsements to the extent available in the states where the Closing Date Mortgaged Properties are located: comprehensive, mechanics' lienslien, for future advances under this Agreement variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors' rights, doing business, first loss and for last dollar and any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N SCHEDULE 4.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N SCHEDULE 4.1M annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral any Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral any Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral AgentAgents; and (b) evidence satisfactory to Collateral Agent Agents that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (aA) ALTA mortgagee title insurance policies or unconditional commitments (or their applicable local equivalent) therefor (the "CLOSING EFFECTIVE DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Effective Date 67 73 Mortgaged Properties listed (AND MARKED WITH AN ASTERISK) in Part A of Schedule 4.1N annexed heretoSCHEDULE 4.5, in amounts not less than the respective amounts designated therein with respect to any particular Closing Effective Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Effective Date Mortgaged Property vested in such Borrower Credit Party and assuring Collateral the Administrative Agent that the applicable Closing Effective Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Effective Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionexceptions as may be reasonably acceptable by the Administrative Agent, which Closing Effective Date Mortgage Policies (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Administrative Agent; and (bB) evidence satisfactory to Collateral the Administrative Agent that such Borrower Credit Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages in the appropriate real estate recordsrecords and as to each Effective Date Mortgage on property outside of the United States, such title certificate is customarily taken by a lending institution in such jurisdiction;

Title Insurance. (aA) an ALTA mortgagee title insurance policies policy (or alternative to the ALTA policy required by applicable law reasonably satisfactory to the US Administrative Agent) or unconditional commitments commitment therefor (the "CLOSING DATE MORTGAGE POLICIESEffective Date Mortgage Policy") issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts an amount not less than the respective amounts amount designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing the Effective Date Mortgaged Property, insuring title to the Effective Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral the US Administrative Agent that the applicable Closing Effective Date Mortgages create Mortgage creates a valid and enforceable First Priority first priority mortgage Liens Lien on the respective Closing Effective Date Mortgaged Properties encumbered therebyProperty, subject only to a any standard survey exceptionexceptions as may be reasonably acceptable to the US Administrative Agent, which Closing Effective Date Mortgage Policies Policy (1I) shall include an endorsement all endorsements for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the US Administrative Agent and (2II) shall provide for affirmative insurance and such reinsurance as Collateral the US Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the US Administrative Agent; and (bB) evidence satisfactory to Collateral the US Administrative Agent that such Borrower Loan Party has (iI) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies Policy and (iiII) paid to the Title Company or to the appropriate governmental authorities Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages Mortgage in the appropriate real estate records;; and

Title Insurance. (a) If required by Facility Manager, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE ADDITIONAL MORTGAGE POLICIESPOLICY") issued by the Title Company a title company satisfactory to Facility Manager with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount satisfactory to any particular Closing Date Mortgaged PropertiesFacility Manager, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Agent Facility Manager that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent Facility Manager and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent Facility Manager may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral AgentFacility Manager; and (b) evidence satisfactory to Collateral Agent Facility Manager that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities Governmental Entities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) If required by the Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts an amount satisfactory to the Agent (which in the absence of a Default or Event of Default shall be an amount not less than to exceed ten percent (10%) of the respective amounts designated therein with respect to any particular Closing Date gross book value of such Additional Mortgaged PropertiesProperty), insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower and assuring Collateral the Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority first priority mortgage Liens lien on the respective Closing Date such Additional Mortgaged Properties encumbered therebyProperty, subject only to a standard survey exception, which Closing Date Additional Mortgage Policies Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral the Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral the Agent; and (b) evidence satisfactory to Collateral the Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) Either (1) to the extent not previously delivered, ALTA mortgagee title insurance policies policy or unconditional commitments uncondi-tional commitment therefor (the "CLOSING DATE MORTGAGE POLICIESEffective Date Mortgage Policies") issued by the Title Company with respect to the Closing Effective Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperties, in amounts an amount not less than the respective amounts amount designated therein with respect to any particular Closing Date Mortgaged Propertiestherein, insuring fee simple title to, or a valid leasehold interest in, to each such Closing Effective Date Mortgaged Property vested in such Borrower or the applicable Subsidiary Guarantor and assuring Collateral Administrative Agent that the applicable Closing Effective Date Mortgages create creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Effective Date Mortgaged Properties encumbered therebyProperties, subject only to a standard survey exception, which Closing such Effective Date Mortgage Policies (1i) shall include an endorsement for the following endorsements to the extent available in the state of where the property is located: comprehensive, mechanics' liens’ lien, for future advances under this Agreement variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors’ rights, doing business, first loss and for last dollar and any other matters reasonably requested by Collateral Administrative Agent and (2ii) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; or (2) 110.5 or other similar endorsements to the existing ALTA mortgagee title insurance policies in form and substance reasonably satisfactory to Administrative Agent (the "Effective Date Title Endorsements") and (b) evidence satisfactory to Collateral Administrative Agent that such Borrower has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Effective Date Mortgage Policies and Effective Date Title Endorsements and (ii) paid to the Title Company or to the appropriate governmental authorities Government Authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Effective Date Mortgage Mortgaged Policies and Effective Date Title Endorsements and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Effective Date Mortgages and any amendments to the existing mortgages in the appropriate real estate records;

Title Insurance. (a) If required by Administrative Agent, an ALTA mortgagee title insurance policies policy or an unconditional commitments commitment therefor (the an "CLOSING DATE MORTGAGE POLICIESAdditional Mortgage Policy") issued by the Title Company with respect to the Closing Date such Additional Mortgaged Properties listed in Part A of Schedule 4.1N annexed heretoProperty, in amounts not less than the respective amounts designated therein with respect an amount reasonably satisfactory to any particular Closing Date Mortgaged PropertiesAdministrative Agent, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Additional Mortgaged Property vested in such Borrower Loan Party and assuring Collateral Administrative Agent that the applicable Closing Date Mortgages create such Additional Mortgage creates a valid and enforceable First Priority mortgage Liens Lien on the respective Closing Date such Additional Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionProperty, which Closing Date Additional Mortgage Policies Policy (1) shall include include, if available in the state in which such Mortgaged Property is located, a lender's aggregation endorsement, an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Additional Mortgage Policies Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages Additional Mortgage in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (or such comparable or equivalent insurance to the extent available with respect to properties located outside of the United States) (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company a title company with respect to the -114- Closing Date Mortgaged Properties as listed in Part A of SCHEDULE 5.5 annexed hereto and identified on such Schedule 4.1N annexed heretoas being so encumbered, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower Loan Party and assuring Collateral insuring Administrative Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exceptionthe Permitted Encumbrances, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Administrative Agent; and (b) evidence reasonably satisfactory to Collateral Administrative Agent that such Borrower Loan Party has (i) delivered to the Title Company such title company all certificates and affidavits required by the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid to the Title Company title company or to the appropriate governmental authorities all expenses and premiums of the Title Company title company in connection with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor Title to the Immovable Property shall have been evidenced by the willingness of Orleans Title Insurance Agency, as agent for First American Title Insurance Company (the "CLOSING DATE MORTGAGE POLICIESTitle Insurer") to issue at regular rates an owner's, and if applicable, leasehold policy of title insurance in the amount of the Purchase Price and such endorsements as reasonably may be required by Purchaser, in the name of Purchaser on the policy form issued in the State of Louisiana that does not differ in any material respect from the Preliminary Title Commitment (other than endorsements deemed appropriate by Purchaser) and that will include only the exceptions to coverage listed in the Preliminary Title Commitment, excluding those exceptions listed in Schedule 8.7 (the "Title Policy") (or, if such agent is unwilling to so issue such policy, any other agent for such title insurance company). The willingness of the Title Insurer to issue the Title Policies shall be evidenced either by the issuance thereof at the Closing or by the Title Company with respect to Insurer's delivery of written commitments or binders, dated as of the Closing Date Mortgaged Properties listed in Part A (but insuring title as of Schedule 4.1N annexed heretothe date title conveyance documents are recorded), in amounts not less than to issue such Title Policies within a reasonable time after the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered therebyDate, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and actual transfer of the immovable property in question. If the Title Insurer is unwilling to issue any such Title Policy for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Borrower event which has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with occurred after the issuance of the Closing Date Mortgage Policies Preliminary Title Commitment, Purchaser shall require Title Insurer to provide Purchaser and (iiSeller, in writing, notice setting forth the reason(s) paid for such unwillingness as soon as practicable. Seller shall have the right to seek to cure any defect which is the Title Company or reason for such unwillingness, and to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of extend the Closing Date Mortgage Policies and all recording the Termination Date, if necessary, for a period of up to ten (10) Business Days to provide to Seller the opportunity to cure. Seller will cooperate with Purchaser to obtain an owner's policy, and stamp taxes (including mortgage recording and intangible taxes) payable if applicable a leasehold policy, at reissue rates for Purchaser's account as provided in connection with recording the Closing Date Mortgages in the appropriate real estate records;Section 6.2

Title Insurance. (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (the "CLOSING DATE MORTGAGE POLICIES") issued by the Title Company with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 4.1N annexed hereto, in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Borrower and assuring Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable First Priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby, subject only to a standard survey exception, which Closing Date Mortgage Policies (1) The Collateral Agent, on behalf of the Lenders, must be provided with a title policy in standard ALTA form (1970 - last amended 10/17/84) from the Title Insurance Company on all Land Under Development that is a Borrowing Base Asset and is reasonably expected to remain a Borrowing Base Asset for more than one year. At the Collateral Agent's discretion, the Collateral Agent may also require that title insurance be provided on Finished Lots that have been Borrowing Base Assets for more than one year. (2) Each title policy required under this Agreement shall include be in an endorsement for amount equal to the amount of the Revolving Loans allocated to such Borrowing Base Asset, as determined by the Collateral Agent in its sole discretion, without exceptions as to mechanics' liens, for future advances under this Agreement with no other exceptions objectionable to the Collateral Agent, and for any with a "last dollar" endorsement and other matters reasonably requested by endorsements as the Collateral Agent and shall reasonably request. If required by the Title Insurance Company in order to delete mechanics' lien exceptions, the Borrowers must agree to provide an indemnification agreement satisfactory to the Title Insurance Company. Upon the Collateral Agent's request (2) shall provide for affirmative insurance and such reinsurance as if the insured amount exceeds the limits from time to time promulgated by the Collateral Agent may reasonably requestfor the title insurer or insurers providing the title insurance), all of the foregoing Lenders must receive reinsurance and direct access agreements in form and substance reasonably satisfactory to the Collateral Agent in form and amount and with companies acceptable to the Collateral Agent; and (b) evidence satisfactory to . The Collateral Agent and its counsel must each be provided with legible record copies of all documents listed as exceptions in the title binder. The title policy must assure the Lenders that the roads and ways, upon which the applicable Borrowing Base Asset bounds, are duly dedicated public ways or that other reasonable vehicular access is available. No subsequent title bring-to-date reports will be required so long as the Borrowers pay all payables within 45 days of the date rendered and obtain lien waivers at the time of payment from those contractors who have the right to file mechanic's liens. (3) Title insurance will not be required on Sold Inventory, Spec Units, or Model Units, or on Finished Lots that will be Borrowing Base Assets for less than one year so long as the Borrowers pay all payables within 45 days of the date rendered and obtain lien waivers at the time of payment from their contractors who have the right to file mechanics' liens. Notwithstanding the foregoing, whenever new Lots or Units are added as Borrowing Base Assets, the Borrowers must submit to the Collateral Agent a Title Confirmation Letter for each such Lot or Unit. In addition, at the Collateral Agent's option, the Collateral Agent may from time to time obtain, at Lenders' expense, separate title reports for such Lots or Units. Such title reports must indicate that a Borrower owns each Lot or Unit free and clear of all liens and other encumbrances reasonably objectionable to the Collateral Agent, and that such Borrower has (i) delivered Lot or Unit is subject to a first priority recorded Mortgage. The quarterly Covenant Compliance Certificate will include a certification by the Borrowers that, to the Title Company all certificates Borrowers' knowledge, no Finished Lot for which the Lenders do not have title insurance has been a Borrowing Base Asset for more than one year. The Collateral Agent will reserve the right to inspect the Borrowers' books and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (ii) paid records upon reasonable advance notice to the Title Company or Borrowers during normal business hours to the appropriate governmental authorities all expenses and premiums of the Title Company in connection further monitor compliance with the issuance of the Closing Date Mortgage Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records;this requirement.