Common use of Title Policies and Exceptions Clause in Contracts

Title Policies and Exceptions. (a) Seller has provided Purchaser with preliminary title reports for the Real Estate ("Title Reports") pertaining to each parcel of real estate together with copies of all documents reasonably available evidencing each exception noted on the Title Reports ("Exception Documents"). Attached hereto as Schedule 8.1(a)(i) are the list of the Permitted Title Exceptions as of the Effective Date, which list may be supplemented as provided herein. Attached hereto as Schedule 8.1(a)(ii) are the list of the exceptions in the Title Reports objected to by Purchaser ("Objected Exceptions"). Seller agrees to "remove" the Objected Exceptions to the extent they are not prorated at Closing under the procedure identified in subparagraph (b) below. Purchaser shall have a period of thirty (30) days from the date Purchaser receives Purchaser's Surveys for all of the Real Estate ("Title Date") to review such and to notify Seller in writing of each objection to the condition of title as reflected in the Surveys and which were not previously disclosed in the Exception Documents ("Survey Exceptions"). Purchaser shall obtain Purchaser's Surveys by December 2, 2002 or this condition shall be deemed waived by Purchaser. Failure by Purchaser to notify Seller in writing of Purchaser's objections to the Survey Exceptions to title of the Real Estate on or before the Title Date shall result in a waiver by Purchaser of such objections to title. (b) If Purchaser timely notifies Seller of Purchaser's objections to title and Seller agrees in writing to remove the objectionable Survey Exception, Seller shall take whatever steps are necessary to cause such exception to not appear as an exception in the final relevant policy of title insurance issued to the Purchaser as of the date of Closing. Seller may comply with this requirement by (i) causing the Title Insurer to remove a lien by bonding over it, or (ii) obtain the commitment of the Title Insurer to insure Purchaser against loss or damage that may be occasioned by such unpermitted exceptions at Seller's expense. (c) If Seller elects to not remove or correct the Survey Exceptions objected to by Purchaser or the Objected Exceptions, then Purchaser shall have the right to terminate this Agreement and Purchaser shall be entitled to the refund and return of its Deposit. Purchaser shall only be entitled to the refund and return of its Stand Still Deposit if the Objected Exception or Survey Exception which Seller refuses to remove materially interferes with the operation of the Businesses or the value of the parcel of Real Estate (which must be a parcel necessary to the actual gaming operations) affected by the Objected Exception or Survey Exception as it is currently being used. (d) If (i) Seller commits in writing to have a Survey Exception removed but is unable to have the exception removed by the time of Closing, or (ii) if the Real Estate is, at the Closing Date, subject to the Objected Exceptions or additional liens or encumbrances not shown on the Title Report and previously approved or caused by Purchaser and which materially interfere with the current use or materially diminishes the value of the Real Estate, and Seller refuses to have such liens or encumbrances removed or corrected prior to or at Closing, then, in either case, Purchaser may, at its option, either waive its objection and proceed with Closing or terminate this Agreement. If Purchaser elects to terminate this Agreement the Proxy Deposit, Stand Still Deposit and Deposit will be promptly returned to Purchaser by Seller, Seller will pay all costs incurred in regard to the Title Reports, Exception Documents, Escrow Fees and any other fees or charges assessed by the Title Insurers issuing the Title Reports and/or handling the Closing. In such case, neither Purchaser nor Seller shall have any further liability to the other except as may be expressly stated to survive termination of this Agreement. (e) All additional title exceptions arising after the Inspection Period that are shown on Schedule B-II of any new title reports or the Surveys (other than mortgage, judgment or other liens or suits related thereto)which are not timely objected to by Purchaser or are waived by Purchaser, shall be added to the "Permitted Title Exceptions" as to the Real Estate. (f) Notwithstanding anything to the contrary contained herein, if Seller is unable, or fails to remove any such item or bond over any additional title Exception objected to by Purchaser, or obtain a commitment with respect to such Exception as provided above and such item was not the direct result of an intentional act of Seller or its affiliates, such title Exception shall not be deemed to be a breach of any of Seller's representations and warranties contained herein (a "Title Non-Compliance Matter"). (g) This sale is subject to Purchaser being able to obtain a CLTA extended owner's policy of title, Form 1990, issued by Nevada Title Company as to the gaming properties and United Title Company as to the non-gaming properties (collectively "Title Insurer"), for the Real Estate insuring that Purchaser has fee title thereto subject (in the case of each respective policy) only to (i) the Permitted Title Exceptions for each respective parcel, (ii) the lien of taxes not yet due and payable, (iii) those exceptions arising after the date hereof and approved by Purchaser (the "Title Policies"). The coverage amount of the Title Policies for the Real Estate shall be equal to the Purchase Price attributable to the Real Estate but in no event shall coverage exceed Eighty Million Dollars ($80,000,000.00). (h) The Title Policies shall have attached thereto such endorsements as Purchaser may reasonably require which are obtainable and which (except as otherwise provided below) do not require any indemnification by Seller of the Title Insurer other than to the best of Seller's knowledge, including but not limited to, endorsements insuring against encroachments, access to one or more of Las Vegas Boulevard, Fremont Street, Xxxxx, and Main Street to the extent such real estate abuts thereon and has access thereto, violations of covenants and restrictions and mechanic's liens, insuring contiguity and zoning endorsement provided. Purchaser shall determine the availability of the Title Policies and all such endorsements prior to the expiration of the Inspection Period, or this matter is deemed to be waived.

Title Policies and Exceptions. (a) Seller has provided Purchaser with Attached hereto as EXHIBIT M is a preliminary title reports report for the Real Estate Property (the "Title ReportsTITLE REPORT") pertaining to each parcel of real estate together with copies of all documents reasonably available evidencing each exception noted ). All title exceptions shown on the Title Reports (Report except those exceptions deleted by Purchaser, and all matters disclosed by the Survey, a copy of which has been provided to Purchaser, are hereinafter referred to as the "Exception DocumentsPERMITTED EXCEPTIONS"). Attached hereto as Schedule 8.1(a)(i) The Permitted Exceptions shall also include those other title exceptions which are disclosed or become apparent to Purchaser after the list of the Permitted Title Exceptions as of the Effective Datedate hereof, which list may be supplemented as provided herein. Attached hereto as Schedule 8.1(a)(ii) are the list of the exceptions in the Title Reports objected to by Purchaser ("Objected Exceptions"). Seller agrees to "remove" the Objected Exceptions to the extent they are not prorated at Closing under already Permitted Exceptions, which cannot be removed by the procedure identified in subparagraph (b) below. Purchaser shall have payment of a period sum of thirty (30) days from money, which are not caused by the intentional act of Seller or any Affiliate of Seller after the date Purchaser receives Purchaser's Surveys for all hereof, and which do not materially adversely affect the value of the Real Estate ("Title Date") Property or Improvements, or the continued use thereof as currently conducted, or as to review such and to which Purchaser has not timely objected. Purchaser must notify Seller in writing of each its objection to the condition of title as reflected in the Surveys and which were not previously disclosed in the Exception Documents ("Survey Exceptions"). Purchaser shall obtain Purchaser's Surveys by December 2, 2002 or this condition shall be deemed waived by Purchaser. Failure by Purchaser to notify Seller in writing of Purchaser's objections to the Survey Exceptions to title of the Real Estate any such subsequently arising matter on or before the Title Date shall result in a waiver by Purchaser date which is ten (10) days after Purchaser's receipt of such objections to titlenotice thereof. (b) If Purchaser timely notifies Seller of Purchaser's objections to title and Seller agrees in writing to remove the objectionable Survey Exception, Seller shall take whatever steps are necessary cause all title exceptions (other than Permitted Exceptions) not approved by Purchaser to cause such exception to not appear as an exception in be removed on or before the final relevant policy of title insurance issued to the Purchaser as of the date of Closing. Seller may comply with this requirement by Seller, however, shall have the right to (i) causing cause the Title Insurer Company to remove a lien Lien by bonding over it, such Lien or (ii) obtain the commitment of the Title Insurer Company to insure Purchaser against loss or damage that may be occasioned by such unpermitted exceptions at Seller's expensethat are not Permitted Exceptions. (c) If Seller elects Prior to not remove or correct the Survey Exceptions objected to by Purchaser or the Objected ExceptionsClosing, then Purchaser shall have the right to terminate this Agreement and Purchaser shall be entitled to the refund and return of its Deposit. Purchaser shall only be entitled to the refund and return of its Stand Still Deposit if the Objected Exception or Survey Exception which Seller refuses to remove materially interferes with the operation of the Businesses or the value of the parcel of Real Estate (which must be a parcel necessary to the actual gaming operations) affected by the Objected Exception or Survey Exception as it is currently being used. (d) If (i) Seller commits in writing to have a Survey Exception removed but is unable to have the exception removed by the time of Closing, or (ii) if the Real Estate is, at the Closing Date, subject to the Objected Exceptions or additional liens or encumbrances not shown on the Title Report and previously approved or caused by Purchaser and which materially interfere with the current use or materially diminishes the value of the Real Estate, and Seller refuses to have such liens or encumbrances removed or corrected prior to or at Closing, then, in either case, Purchaser may, at its option, either waive its objection and proceed with Closing or terminate this Agreement. If Purchaser elects to terminate this Agreement the Proxy Deposit, Stand Still Deposit and Deposit will be promptly returned to Purchaser by Seller, Seller will pay all costs incurred in regard to the Title Reports, Exception Documents, Escrow Fees and any other fees or charges assessed by the Title Insurers issuing the Title Reports and/or handling the Closing. In such case, neither Purchaser nor Seller shall have any further liability to the other except as may be expressly stated to survive termination of this Agreement. (e) All additional title exceptions arising after the Inspection Period that are shown on Schedule B-II of any new title reports or the Surveys (other than mortgage, judgment or other liens or suits related thereto)which are not timely objected to by Purchaser or are waived by Purchaser, shall be added to the "Permitted Title Exceptions" as to the Real Estate. (f) Notwithstanding anything to the contrary contained herein, if Seller is unable, or fails to remove any such item or bond over any additional title Exception objected to by Purchaser, or obtain a commitment with respect to such Exception as provided above and such item was not the direct result of an intentional act of Seller or its affiliates, such title Exception shall not be deemed to be a breach of any of Seller's representations and warranties contained herein (a "Title Non-Compliance Matter"). (g) This sale is subject to Purchaser being able to obtain a CLTA ALTA extended owner's policy of title, title insurance (Form 1990B-1970) (Amended 4-6-90), issued by Xxxxxxx Title of Nevada Title Company as or if such title company is unable to the gaming properties and United Title Company as do so, by a title insurance company reasonably acceptable to the non-gaming properties Purchaser in its reasonable discretion (collectively "Title InsurerTITLE COMPANY"), for the Real Estate insuring that Purchaser has fee title thereto to the Real Property and Improvements, subject (in the case of each respective policy) only to (i) the Permitted Title Exceptions for each respective parcelExceptions, (ii) the lien of liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for Title Company's Extended Coverage Form ALTA Owner's Policy of Title Insurance, including any and all endorsements and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Transferred Assets (including, without limitation, an ALTA 3.1 Zoning Endorsement) as Purchaser shall reasonably request, and (iv) those exceptions arising after the date hereof Transfer Time and approved by Purchaser as provided above (the "Title PoliciesTITLE POLICY"). The coverage amount of the Title Policies Policy for the Real Estate Property and Improvements shall be equal in an amount to be requested by Purchaser, which amount shall not exceed $205,000,000. Purchaser shall have the right to require the Title Company to obtain facultative reinsurance, with direct access provisions against the reinsurer with respect to the Purchase Price attributable to the Real Estate but Title Policy in no event such amounts and with such title companies as Purchaser shall coverage exceed Eighty Million Dollars ($80,000,000.00)determine in its reasonable discretion. (hd) The Seller shall pay the premium for the Title Policies Policy and for all endorsements thereto. Seller and Purchaser shall have attached thereto such endorsements cooperate diligently to provide customary documents required by Title Company as Purchaser may reasonably require which are obtainable and which (except as otherwise provided below) do not require any indemnification by Seller condition to the issuance of the Title Insurer other than Policy. (e) Seller shall order an update of the Survey, which shall be certified to Purchaser, the best of Seller's knowledge, including but not limited to, endorsements insuring against encroachments, access to one or more of Las Vegas Boulevard, Fremont Street, XxxxxTitle Company, and Main Street any other parties reasonably requested by Purchaser. In addition, Seller shall cause the updated Survey to be prepared and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the extent ALTA and ACSM in 1997 and including all ALTA optional items except No. 5 (Contour Maps) and No. 12 (Governmental Agency Survey Requirements), and the updated Survey shall include a certification as to whether or not the Real Property and Improvements are located in a floodplain or designated floodway and such real estate abuts thereon and has access thereto, violations of covenants and restrictions and mechanic's liens, insuring contiguity and zoning endorsement provided. Purchaser shall determine the availability of 42 information as may be required by the Title Policies and Company to issue extended coverage (consistent with all such endorsements prior matters shown on the Survey) over all general printed exceptions to the expiration of the Inspection Period, or this matter is deemed to be waivedtitle.

Title Policies and Exceptions. (a) Seller has provided Purchaser with preliminary title reports for the Real Estate ("Title Reports") pertaining to each parcel of real estate together with copies of all documents reasonably available evidencing each exception noted on the Title Reports ("Exception Documents"). Attached hereto as Schedule 8.1(a)(i8.1(a) are the list is a preliminary title report for each of the Real Estate, the Corner Land and each parcel of the Residential Real Estate (collectively, the "Title Report"). All title exceptions shown on the Title Report except those exceptions listed on Schedule 8.1(a) and all matters disclosed by the surveys listed on Part II of Schedule 8.1 (a) (collectively, the "Survey"), copies of which have been delivered to Buyer, are hereinafter referred to as the "Permitted Title Exceptions". The Permitted Exceptions as of shall also include those other title exceptions which are disclosed or become apparent to Buyer after the Effective Date, which list may be supplemented as provided herein. Attached hereto as Schedule 8.1(a)(ii) are the list of the exceptions in the Title Reports objected to by Purchaser ("Objected Exceptions"). Seller agrees to "remove" the Objected Exceptions to the extent they are not prorated at Closing under already Permitted Exceptions, which cannot be removed by the procedure identified in subparagraph (b) below. Purchaser shall have payment of a period sum of thirty (30) days from money, which are not caused by the date Purchaser receives Purchaserintentional act of Seller or Seller's Surveys for all affiliates after the Effective Date and which do not materially adversely affect the value of the Real Estate ("Title Date") Estate, the Corner Land or the Residential Real Estate, or the continued use thereof as currently conducted, or as to review such and to which Buyer has not timely objected. Buyer must notify Seller in writing of each its objection to the condition of title as reflected in the Surveys and which were not previously disclosed in the Exception Documents ("Survey Exceptions"). Purchaser shall obtain Purchaser's Surveys by December 2, 2002 or this condition shall be deemed waived by Purchaser. Failure by Purchaser to notify Seller in writing of Purchaser's objections to the Survey Exceptions to title of the Real Estate any such subsequently arising matter on or before the Title Date shall result in a waiver by Purchaser date that is ten (10) days after Buyer's receipt of such objections to titlenotice thereof. (b) If Purchaser timely notifies Seller of Purchaser's objections to title and Seller agrees in writing to remove the objectionable Survey Exception, Seller shall take whatever steps are necessary cause all title exceptions (other than Permitted Exceptions) not approved by Buyer to cause such exception to not appear as an exception in be removed on or before the final relevant policy of title insurance issued to the Purchaser as of the date of Closing. Seller may comply with this requirement by Seller, however, shall have the right to (i) causing cause the Title Insurer to remove a lien by bonding over it, it or (ii) obtain the commitment of the Title Insurer to insure Purchaser Buyer against loss or damage that may be occasioned by such unpermitted exceptions at Seller's expense. (c) If Seller elects to not remove or correct the Survey Exceptions objected to by Purchaser or the Objected Exceptions, then Purchaser shall have the right to terminate this Agreement and Purchaser shall be entitled to the refund and return of its Deposit. Purchaser shall only be entitled to the refund and return of its Stand Still Deposit if the Objected Exception or Survey Exception which Seller refuses to remove materially interferes with the operation of the Businesses or the value of the parcel of Real Estate (which must be a parcel necessary to the actual gaming operations) affected by the Objected Exception or Survey Exception as it is currently being used. (d) If (i) Seller commits in writing to have a Survey Exception removed but is unable to have the exception removed by the time of Closing, or (ii) if the Real Estate is, at the Closing Date, subject to the Objected Exceptions or additional liens or encumbrances not shown on the Title Report and previously approved or caused by Purchaser and which materially interfere with the current use or materially diminishes the value of the Real Estate, and Seller refuses to have such liens or encumbrances removed or corrected prior to or at Closing, then, in either case, Purchaser may, at its option, either waive its objection and proceed with Closing or terminate this Agreement. If Purchaser elects to terminate this Agreement the Proxy Deposit, Stand Still Deposit and Deposit will be promptly returned to Purchaser by Seller, Seller will pay all costs incurred in regard to the Title Reports, Exception Documents, Escrow Fees and any other fees or charges assessed by the Title Insurers issuing the Title Reports and/or handling the Closing. In such case, neither Purchaser nor Seller shall have any further liability to the other except as may be expressly stated to survive termination of this Agreement. (e) All additional title exceptions arising after the Inspection Period that are shown on Schedule B-II of any new title reports or the Surveys (other than mortgage, judgment or other liens or suits related thereto)which are not timely objected to by Purchaser or are waived by Purchaser, shall be added to the "Permitted Title Exceptions" as to the Real Estate. (f) Notwithstanding anything to the contrary contained herein, if Seller is unable, or fails to remove any such item or bond over any additional title Exception objected to by Purchaser, or obtain a commitment with respect to such Exception as provided above and such item was not the direct result of an intentional act of Seller or its affiliates, such title Exception shall not be deemed to be a breach of any of Seller's representations and warranties contained herein (a "Title Non-Compliance Matter"). (g) This sale is subject to Purchaser being able to obtain a CLTA extended owner's policy of title, Form 1990, issued by Nevada Title Company as to the gaming properties and United Title Company as to the non-gaming properties (collectively "Title Insurer"), for the Real Estate insuring that Purchaser has fee title thereto subject (in the case of each respective policy) only to (i) the Permitted Title Exceptions for each respective parcel, (ii) the lien of taxes not yet due and payable, (iii) those exceptions arising after the date hereof and approved by Purchaser (the "Title Policies"). The coverage amount of the Title Policies for the Real Estate shall be equal to the Purchase Price attributable to the Real Estate but in no event shall coverage exceed Eighty Million Dollars ($80,000,000.00). (h) The Title Policies shall have attached thereto such endorsements as Purchaser may reasonably require which are obtainable and which (except as otherwise provided below) do not require any indemnification by Seller of the Title Insurer other than to the best of Seller's knowledge, including but not limited to, endorsements insuring against encroachments, access to one or more of Las Vegas Boulevard, Fremont Street, Xxxxx, and Main Street to the extent such real estate abuts thereon and has access thereto, violations of covenants and restrictions and mechanic's liens, insuring contiguity and zoning endorsement provided. Purchaser shall determine the availability of the Title Policies and all such endorsements prior to the expiration of the Inspection Period, or this matter is deemed to be waived.

Title Policies and Exceptions. (a) Seller has provided Purchaser with Attached hereto as Exhibit M is a preliminary title reports report for --------- the Real Estate Property (the "Title ReportsReport") pertaining to each parcel of real estate together with copies of all documents reasonably available evidencing each exception noted ). All title exceptions shown on the Title Reports (------------ Report except those 41 exceptions deleted by Purchaser, and all matters disclosed by the Survey, a copy of which has been provided to Purchaser, are hereinafter referred to as the "Exception DocumentsPermitted Exceptions"). Attached hereto as Schedule 8.1(a)(i) The Permitted Exceptions shall also include those other -------------------- title exceptions which are disclosed or become apparent to Purchaser after the list of the Permitted Title Exceptions as of the Effective Datedate hereof, which list may be supplemented as provided herein. Attached hereto as Schedule 8.1(a)(ii) are the list of the exceptions in the Title Reports objected to by Purchaser ("Objected Exceptions"). Seller agrees to "remove" the Objected Exceptions to the extent they are not prorated at Closing under already Permitted Exceptions, which cannot be removed by the procedure identified in subparagraph (b) below. Purchaser shall have payment of a period sum of thirty (30) days from money, which are not caused by the intentional act of Seller or any Affiliate of Seller after the date Purchaser receives Purchaser's Surveys for all hereof, and which do not materially adversely affect the value of the Real Estate ("Title Date") Property or Improvements, or the continued use thereof as currently conducted, or as to review such and to which Purchaser has not timely objected. Purchaser must notify Seller in writing of each its objection to the condition of title as reflected in the Surveys and which were not previously disclosed in the Exception Documents ("Survey Exceptions"). Purchaser shall obtain Purchaser's Surveys by December 2, 2002 or this condition shall be deemed waived by Purchaser. Failure by Purchaser to notify Seller in writing of Purchaser's objections to the Survey Exceptions to title of the Real Estate any such subsequently arising matter on or before the Title Date shall result in a waiver by Purchaser date which is ten (10) days after Purchaser's receipt of such objections to titlenotice thereof. (b) If Purchaser timely notifies Seller of Purchaser's objections to title and Seller agrees in writing to remove the objectionable Survey Exception, Seller shall take whatever steps are necessary cause all title exceptions (other than Permitted Exceptions) not approved by Purchaser to cause such exception to not appear as an exception in be removed on or before the final relevant policy of title insurance issued to the Purchaser as of the date of Closing. Seller may comply with this requirement by Seller, however, shall have the right to (i) causing cause the Title Insurer Company to remove a lien Lien by bonding over it, such Lien or (ii) obtain the commitment of the Title Insurer Company to insure Purchaser against loss or damage that may be occasioned by such unpermitted exceptions at Seller's expensethat are not Permitted Exceptions. (c) If Seller elects Prior to not remove or correct the Survey Exceptions objected to by Purchaser or the Objected ExceptionsClosing, then Purchaser shall have the right to terminate this Agreement and Purchaser shall be entitled to the refund and return of its Deposit. Purchaser shall only be entitled to the refund and return of its Stand Still Deposit if the Objected Exception or Survey Exception which Seller refuses to remove materially interferes with the operation of the Businesses or the value of the parcel of Real Estate (which must be a parcel necessary to the actual gaming operations) affected by the Objected Exception or Survey Exception as it is currently being used. (d) If (i) Seller commits in writing to have a Survey Exception removed but is unable to have the exception removed by the time of Closing, or (ii) if the Real Estate is, at the Closing Date, subject to the Objected Exceptions or additional liens or encumbrances not shown on the Title Report and previously approved or caused by Purchaser and which materially interfere with the current use or materially diminishes the value of the Real Estate, and Seller refuses to have such liens or encumbrances removed or corrected prior to or at Closing, then, in either case, Purchaser may, at its option, either waive its objection and proceed with Closing or terminate this Agreement. If Purchaser elects to terminate this Agreement the Proxy Deposit, Stand Still Deposit and Deposit will be promptly returned to Purchaser by Seller, Seller will pay all costs incurred in regard to the Title Reports, Exception Documents, Escrow Fees and any other fees or charges assessed by the Title Insurers issuing the Title Reports and/or handling the Closing. In such case, neither Purchaser nor Seller shall have any further liability to the other except as may be expressly stated to survive termination of this Agreement. (e) All additional title exceptions arising after the Inspection Period that are shown on Schedule B-II of any new title reports or the Surveys (other than mortgage, judgment or other liens or suits related thereto)which are not timely objected to by Purchaser or are waived by Purchaser, shall be added to the "Permitted Title Exceptions" as to the Real Estate. (f) Notwithstanding anything to the contrary contained herein, if Seller is unable, or fails to remove any such item or bond over any additional title Exception objected to by Purchaser, or obtain a commitment with respect to such Exception as provided above and such item was not the direct result of an intentional act of Seller or its affiliates, such title Exception shall not be deemed to be a breach of any of Seller's representations and warranties contained herein (a "Title Non-Compliance Matter"). (g) This sale is subject to Purchaser being able to obtain a CLTA ALTA extended owner's policy of title, title insurance (Form 1990B-1970) (Amended 4-6-90), issued by Xxxxxxx Title of Nevada Title Company as or if such title company is unable to the gaming properties and United Title Company as do so, by a title insurance company reasonably acceptable to the non-gaming properties Purchaser in its reasonable discretion (collectively "Title InsurerCompany"), for the Real Estate insuring that Purchaser has fee title thereto to the Real ------------- Property and Improvements, subject (in the case of each respective policy) only to (i) the Permitted Title Exceptions for each respective parcelExceptions, (ii) the lien of liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for Title Company's Extended Coverage Form ALTA Owner's Policy of Title Insurance, including any and all endorsements and affirmative coverage customary in real estate sale transactions involving the magnitude and type of the Transferred Assets (including, without limitation, an ALTA 3.1 Zoning Endorsement) as Purchaser shall reasonably request, and (iv) those exceptions arising after the date hereof Transfer Time and approved by Purchaser as provided above (the "Title PoliciesPolicy"). The ------------ coverage amount of the Title Policies Policy for the Real Estate Property and Improvements shall be equal in an amount to be requested by Purchaser, which amount shall not exceed $205,000,000. Purchaser shall have the right to require the Title Company to obtain facultative reinsurance, with direct access provisions against the reinsurer with respect to the Purchase Price attributable to the Real Estate but Title Policy in no event such amounts and with such title companies as Purchaser shall coverage exceed Eighty Million Dollars ($80,000,000.00)determine in its reasonable discretion. (hd) The Seller shall pay the premium for the Title Policies Policy and for all endorsements thereto. Seller and Purchaser shall have attached thereto such endorsements cooperate diligently to provide customary documents required by Title Company as Purchaser may reasonably require which are obtainable and which (except as otherwise provided below) do not require any indemnification by Seller condition to the issuance of the Title Insurer other than Policy. (e) Seller shall order an update of the Survey, which shall be certified to Purchaser, the best of Seller's knowledge, including but not limited to, endorsements insuring against encroachments, access to one or more of Las Vegas Boulevard, Fremont Street, XxxxxTitle Company, and Main Street any other parties reasonably requested by Purchaser. In addition, Seller shall cause the updated Survey to be prepared and be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the extent ALTA and ACSM in 1997 and including all ALTA optional items except No. 5 (Contour Maps) and No. 12 (Governmental Agency Survey Requirements), and the updated Survey shall include a certification as to whether or not the Real Property and Improvements are located in a floodplain or designated floodway and such real estate abuts thereon and has access thereto, violations of covenants and restrictions and mechanic's liens, insuring contiguity and zoning endorsement provided. Purchaser shall determine the availability of 42 information as may be required by the Title Policies and Company to issue extended coverage (consistent with all such endorsements prior matters shown on the Survey) over all general printed exceptions to the expiration of the Inspection Period, or this matter is deemed to be waivedtitle.