Common use of Title Policies Clause in Contracts

Title Policies. At Closing, each of Buyer and the Debt Financing Sources shall have received marked Approved Title Commitments which meet the following conditions: (i) the Approved Title Commitments shall only contain such changes as approved or deemed approved by the Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, (ii) such Approved Title Commitments for the benefit of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by the Title Company prior to the Effective Date and such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure of the Title Company to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that the Title Company will issue (i) to the Company and/or its Subsidiaries, new owner’s title insurance policies with respect to the Timberlands in the form of the Pro-Forma Title Policies and in the amount of the Enterprise Value such that the Company or its Subsidiaries shall have title insurance bearing an effective date as of the Closing Date, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies, and (ii) as to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the amount of the Debt Financing such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”).

Title Policies. At ClosingTo the extent available and commonly required by lenders or receivables purchasers in the Applicable Jurisdiction in connection with transactions similar to the Applicable Underlying Transaction, the Applicable Underlying Developer has delivered to Borrower a commitment to issue an ALTA extended coverage lender's policy of title insurance insuring in favor of Borrower, together with its successors and assigns, including but not limited to Lender, to the extent of its interest in the Applicable Underlying Transaction, the first priority of the Lien of each of Buyer applicable Interval Mortgage in and to each applicable Encumbered Interval which is coupled with an estate in real property and to which the Debt Financing Sources applicable Purchaser is entitled to a deed before its purchase price is paid in full, without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and conditions to title as Borrower and Lender shall have received marked Approved approved in writing and such affirmative coverage as Borrower or Lender deems reasonably necessary (the "Title Commitments Policy"). Such Title Policy shall be in an amount not less than the original principal amount of the applicable Note Receivable or the original purchase payment made under the Applicable Underlying Purchase, as the case may be, and be issued by a title insurance company satisfactory to Borrower and Lender in all respects (the "Title Insurance Company"). Final Title Policies delivered at the time of each advance of or payment under the Applicable Underlying Transaction must insure that each applicable Interval Mortgage creates a first priority Lien in favor of Lender, to the extent of its interest in the Applicable Underlying Transaction, and Borrower, together with its successors and assigns, in and to the applicable Encumbered Interval which meet is coupled with an estate in real property and to which the following conditionsapplicable Purchaser is entitled to a deed before its purchase price is paid in full, with such exceptions and conditions to title as Borrower and Lender shall have approved in writing. Each Title Policy shall contain such affirmative coverage as Lender deems reasonably necessary, including but not limited to an affirmative statement that the Title Policy insures Borrower, together with its successors and assigns, including but not limited to Lender to the extent of its interest in the Applicable Underlying Transaction, against all mechanics' and materialmen's liens arising from or out of construction of the Applicable Resort, and, to the extent available and commonly required by lenders and receivables purchasers in the Applicable Jurisdiction, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Land; (B) insuring that no building restriction or similar exception to title disclosed on the Title Policy has been violated and that any violation thereof would not create or result in any reversion, reverter, or forfeiture of title; (C) a zoning endorsement in the form typically issued in the Applicable Jurisdiction; and (D) insuring over any environmental superlien or similar lien upon all or any portion of the Applicable Resort. Such Title Policy shall provide that Borrower and Lender, to the extent of its interest in the Applicable Underlying Transaction, shall receive an endorsement to the Title Policy on the date of each advance of or payment under the Applicable Underlying Transaction: (i) indicating that since the Approved Title Commitments shall only contain such changes as approved date of the immediately preceding advance, there has been no change in the state of title and no mechanics' or deemed approved materialmen's lien, claim, or lien or similar notice has been filed against any of the property covered by the Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, Title Policy; (ii) such Approved Title Commitments for the benefit of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by updating the Title Company prior Policy to the Effective Date and date of such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, advance or payment; and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to increasing the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure coverage of the Title Company Policy by an amount equal to issue the amount of such advance or payment if the Title Policy does not by its own terms provide for such an increase. The condition of title to all Applicable Underlying Transaction Collateral must be satisfactory to Lender in all respects, as a condition precedent to Lender's obligation to make any endorsements requested Advances hereunder in respect of the Applicable Underlying Transaction that is secured by Buyer which are not otherwise required by Borrower's Lien in and to such Applicable Underlying Transaction Collateral. In the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required event that Lender has received an interest in an Applicable Mortgage pursuant to Section 9.2 below1.45(d) hereof, the references in this paragraph to "Interval Mortgage" shall be deemed to apply instead to such Applicable Mortgage. Subject only to payment In lieu of the premiums at ClosingTitle Policy required by this Section, Buyer shall have received written confirmation that Lender may accept a title opinion rendered by a completely independent attorney for the Title Company will issue (i) Applicable Underlying Developer which fully satisfies all of the general requirements of this Section. Notwithstanding anything herein to the Company and/or its Subsidiariescontrary, new owner’s Lender may require that it be named as an insured on each Title Policy of title insurance policies insuring Borrower's interest in an Interval Mortgage, even if a Title Policy is not required with respect to the Timberlands in the form of the Pro-Forma Title Policies and in the amount of the Enterprise Value such that the Company or its Subsidiaries shall have title insurance bearing an effective date as of the Closing Date, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies, and (ii) as to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the amount of the Debt Financing such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”)Interval Mortgage.

Title Policies. At Closing, each of Buyer and the Debt Financing Sources Lender shall have received marked Approved ALTA -------------- extended coverage mortgagee form of title insurance policies 1987 form B (the "Title Commitments which meet the following conditions: Policy") (i) the Approved Title Commitments shall only contain such changes as approved or deemed approved by the Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, (ii) such Approved Title Commitments for the benefit proof of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by the Title Company prior to the Effective Date and such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure of the Title Company to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that therefor) or commitments therefor in form and substance acceptable to Lender issued by the Agent on behalf of the Title Company will issue Companies, together with (ia) an executed coinsurance agreement in form and substance satisfactory to the Company and/or its Subsidiaries, new owner’s Lender and (b) reinsurance from other title insurance policies with respect companies approved by Lender and evidenced by executed reinsurance agreements satisfactory to Lender containing a right of direct access, insuring the Timberlands in the form lien of the Pro-Forma Deed of Trust to be a first lien against the Premises, free and clear of all defects, encumbrances and exceptions, including mechanics' Liens and claims of Liens, other than the Permitted Exceptions, together with such affirmative insurance as Lender may require. The aggregate amount of the Title Policies and shall be not less than the maximum amount of the Loan, the coverage then provided by the Title Policies shall be in the amount of the Enterprise Value such that Initial Disbursement, and the Company or its Subsidiaries Title Policies shall have title insurance bearing an effective date as contain a "pending disbursements" clause in substantially the following form: "Pending disbursement of the Closing Datefull proceeds of the loan secured by the mortgage set forth under Schedule A hereof, subject this policy insures only to the exceptions to coverage set forth extent of the amount actually disbursed but increases as each disbursement is made in good faith and without knowledge of any defects in, or objections to, the Pro-Forma Title Policies, and (ii) as title up to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the face amount of the Debt Financing such that policy. At the Debt Financing Sources shall have title insurance bearing an effective date as time of each disbursement of the recordation proceeds of the deeds of trust securing the Debt Financingloan, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred must be continued down to herein individually as a “Title Policy” such time for possible liens or objections intervening between the date hereof and collectively as the “Title Policies”)date of such disbursement."

Title Policies. At ClosingThe Applicable Underlying Borrower has delivered to Borrower a commitment to issue an ALTA extended coverage lender's policy of title insurance insuring in favor of Borrower, each together with its successors and assigns, including but not limited to Lender, the first priority of Buyer the Lien of the Applicable Mortgage upon the subject Mortgaged Real Property and/or Encumbered Intervals, without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and the Debt Financing Sources conditions to title as Borrower and Lender shall have received marked Approved approved in writing and such affirmative coverage as Borrower or Lender deems reasonably necessary (the "Title Commitments which meet Policy"). Such policy shall be in an amount not less than the following conditionsoriginal principal amount of the applicable Note Receivable and be issued by a title insurance company satisfactory to Borrower and Lender in all respects (the "Title Insurance Company"). Final title insurance policies delivered at the time of each advance of the Applicable Underlying Loan must insure that the Applicable Mortgage creates a first priority Lien in and to the subject Mortgaged Real Property and/or Encumbered Intervals in favor of Borrower, together with its successors and assigns, with such exceptions and conditions to title as Borrower and Lender shall have approved in writing. All such Title Policies shall contain such affirmative coverage as Lender deems reasonably necessary, including but not limited to an affirmative statement that the Title Policy insures Borrower, together with its successors and assigns, including but not limited to Lender, against all mechanics' and materialmen's liens arising from or out of construction of the Financed Improvements and, to the extent available and commonly required by lenders in the Applicable Jurisdiction, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Land; (B) insuring that no building restriction or similar exception to title disclosed on the Title Policy has been violated and that any violation thereof would not create or result in any reversion, reverter, or forfeiture of title; (C) a zoning endorsement in the form typically issued in the Applicable Jurisdiction; and (D) insuring over any environmental superlien or similar lien upon all or any portion of the Applicable Resort. Such Title Policy shall provide that Borrower shall receive an endorsement to the Title Policy on the date of each advance of the Applicable Underlying Loan: (i) indicating that since the Approved Title Commitments shall only contain such changes as approved date of the immediately preceding advance, there has been no change in the state of title and no mechanics' or deemed approved by the Buyermaterialmen's lien, claim, or which lien or similar notice has been filed against any of the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, Applicable Underlying Loan Collateral; (ii) such Approved Title Commitments for the benefit of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by updating the Title Company prior Policy to the Effective Date and date of such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, advance; and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to increasing the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure coverage of the Title Company Policy by an amount equal to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that the Title Company will issue (i) to the Company and/or its Subsidiaries, new owner’s title insurance policies with respect to the Timberlands in the form of the Pro-Forma Title Policies and in the amount of such advance if the Enterprise Value Title Policy does not by its own terms provide for such that the Company or an increase. The condition of title to all Applicable Underlying Loan Collateral must be satisfactory to Lender in all respects, in its Subsidiaries shall have title insurance bearing an effective date sole discretion, as a condition precedent to Lender's obligation to make any Advances hereunder in respect of the Closing Date, subject only Applicable Underlying Loan that is secured by Borrower's Lien in and to the exceptions to coverage set forth in the Pro-Forma Title Policies, and (ii) as to the Debt Financing Sources, a such Applicable Underlying Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the amount of the Debt Financing such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”)Collateral.

Title Policies. At Closing, each of Buyer and the Debt Financing Sources Lender shall have received marked Approved ALTA extended -------------- coverage mortgagee form of title insurance policies 1987 form B (the "Title Commitments which meet the following conditions: Policies") (i) the Approved Title Commitments shall only contain such changes as approved or deemed approved by the Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, (ii) such Approved Title Commitments for the benefit proof of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by the Title Company prior to the Effective Date and such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure of the Title Company to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that therefor) or commitments therefor in form and substance acceptable to Lender issued by the Agent on behalf of the Title Company will issue Companies, together with (ia) an executed coinsurance agreement in form and substance satisfactory to the Company and/or its Subsidiaries, new owner’s Lender and (b) reinsurance from other title insurance policies with respect companies approved by Lender and evidenced by executed reinsurance agreements satisfactory to Lender containing a right of direct access, insuring the Timberlands in the form lien of the Pro-Forma Deed of Trust to be a first lien against the Premises, free and clear of all defects, encumbrances and exceptions, including mechanics' Liens and claims of Liens, other than the Permitted Exceptions, together with such affirmative insurance as Lender may require. The aggregate amount of the Title Policies and shall be not less than the maximum amount of the Loan, the coverage then provided by the Title Policies shall be in the amount of the Enterprise Value such that Initial Disbursement, and the Company or its Subsidiaries Title Policies shall have title insurance bearing an effective date as contain a "pending disbursements" clause in substantially the following form: "Pending disbursement of the Closing Datefull proceeds of the loan secured by the mortgage set forth under Schedule A hereof, subject this policy insures only to the exceptions to coverage set forth extent of the amount actually disbursed but increases as each disbursement is made in good faith and without knowledge of any defects in, or objections to, the Pro-Forma Title Policies, and (ii) as title up to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the face amount of the Debt Financing such that policy. At the Debt Financing Sources shall have title insurance bearing an effective date as time of each disbursement of the recordation proceeds of the deeds of trust securing the Debt Financingloan, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred must be continued down to herein individually as a “Title Policy” such time for possible liens or objections intervening between the date hereof and collectively as the “Title Policies”)date of such disbursement."

Title Policies. (a) At Closing, each Purchaser may, at its sole cost and expense (and without any adjustment to the Purchase Price), obtain from a nationally recognized title insurance company selected by Purchaser and reasonably acceptable to Sellers (the Title Company) an ALTA extended coverage Owner’s Policy of Buyer Title Insurance with respect to the fee interest in the Owned Properties, and the Debt Financing Sources shall have received marked Approved Title Commitments which meet the following conditionssuch title insurance policy shall: (i) include such endorsements as Purchaser may require or are otherwise customary in the Approved Title Commitments shall only contain such changes as approved state or deemed approved by the Buyer, or province in which the Buyer applicable Owned Property is not permitted to object to, in accordance with Section 7.6 hereunderlocated, (ii) such Approved Title Commitments for show the benefit of Purchaser as the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by the Title Company prior named insured with title to the Effective Date and such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective DateOwned Property, and (iii) such Approved Title Commitments shall otherwise be in form include as “title exceptions” (or sometimes referred to as a so-called “Schedule B” or “Schedule B-2” title objections) only (A) Permitted Encumbrances, (B) real property taxes and content reasonably acceptable special assessments not yet due and payable; (C) any exceptions or other title objections to the Buyer extent arising solely from Purchaser’s actions, including without limitation Purchaser’s due diligence investigations; and (D) any matters that an accurate survey would show (sometimes referred to as the Debt Financing Sources survey exception) (collectively, the “Pro-Forma Title Policies”); providedprovided that, howeverand for the avoidance of any doubt, (A1) in no event the Parties agree that Purchaser’s receipt of Title Policies shall Buyer have not be a closing condition to Purchaser’s obligation to complete the right transactions contemplated by this Agreement; (2) even if Purchaser shall not be able to claim that this condition is not satisfied as a result of obtain any exceptions taken by First American one or more Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure of the Title Company to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums Policies at Closing, Buyer shall have received written confirmation that the Purchaser may not use such inability to obtain any such Title Company will issue (i) Policy to delay, postpone or excuse Purchaser’s obligation to perform its obligations under this Agreement, or entitle Purchaser to any right to terminate this Agreement or any adjustment to the Company and/or its SubsidiariesPurchase Price otherwise due hereunder; (3) all costs, new owner’s title insurance policies expenses and liability with respect to the Timberlands in the form of the Pro-Forma such Title Policies shall be borne by Purchaser; and (4) Purchaser acknowledges that its ability to obtain any so-called non-imputation endorsement to any Title Policy requires special underwriting requirements and significant increase in the amount of the Enterprise Value such that the Company or its Subsidiaries shall have title insurance bearing an effective date as of the Closing Date, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policiespremiums, and (ii) as Sellers make no representation or warranty about Purchaser’s ability to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the amount of the Debt Financing obtain any such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”)endorsement.

Title Policies. At ClosingThe Applicable Underlying Borrower has delivered to the applicable Borrower an ALTA extended coverage lender's policy of title insurance insuring in favor of such Borrower, each together with its successors and assigns, including but not limited to Lender, the first priority of Buyer the Lien of the Applicable Mortgage upon the subject Mortgaged Real Property and/or Encumbered Intervals (with the sole exception of the Xxxxxx Xxxxxxxx Resort Loans and the Debt Financing Sources shall have received marked Approved Title Commitments which meet the following conditions: (i) the Approved Title Commitments shall only contain such changes as approved or deemed approved by the Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, (ii) such Approved Title Commitments for the benefit of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by the Title Company prior to the Effective Date and such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”)Irish Resorts; provided, however, (A) in no event shall Buyer have an attorney's opinion letter regarding the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure status of the Title Company to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that the Title Company will issue (i) to the Company and/or its Subsidiaries, new owner’s title insurance policies filed Mortgage with respect to the Timberlands in the form of the Pro-Forma Title Policies and in the amount of the Enterprise Value Irish Resorts must be provided or if not provided by Closing, Borrower shall provide such that the Company or its Subsidiaries shall have title insurance bearing an effective date as of ltter within ten (10) days after the Closing Date), without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and conditions to title as such Borrower and Lender shall have approved in writing, including Permitted Liens and Encumbrances on Exhibit "C" and such affirmative coverage as such Borrower or Lender deems reasonably necessary prior to the exceptions Closing Date (the "Title Policy"). Such policy shall be in an amount not less than the principal amount of the applicable Note Receivable and be issued by a title insurance company satisfactory to Borrower and Lender in all respects (the "Title Insurance Company"). All such Title Policies contain such affirmative coverage set forth as Lender deems reasonably necessary, including but not limited to an affirmative statement that the Title Policy insures the applicable Borrower, together with its successors and assigns, including but not limited to Lender, against all mechanics' and materialmen's liens arising from or out of construction of the Financed Improvements and, to the extent available and commonly required by lenders in the Pro-Forma Applicable Jurisdiction, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Land; (B) insuring that no building restriction or similar exception to title disclosed on the Title PoliciesPolicy has been violated and that any violation thereof would not create or result in any reversion, and reverter, or forfeiture of title; (iiC) as to the Debt Financing Sources, a Loan Policy of Title Insurance (Form T-2) zoning endorsement in the form typically issued in the Applicable Jurisdiction (or other appropriate evidence of proper zoning in place of a zoning endorsement; and (D) insuring over any environmental superlien or similar lien upon all or any portion of the Pro-Forma Title Policies and Applicable Resort. The condition of title to all Applicable Underlying Loan Collateral must be satisfactory to Lender in all respects, in its sole discretion, as a condition precedent to Lender's obligation to make the amount Advance hereunder in respect of the Debt Financing Applicable Underlying Loan that is secured by Borrower's Lien in and to such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”)Applicable Underlying Loan Collateral.

Title Policies. At ClosingThe Applicable Underlying Borrower has delivered to Borrower a commitment to issue an ALTA extended coverage lender's policy of title insurance insuring in favor of Borrower, each together with its successors and assigns, including but not limited to Lender, to the extent of Buyer its interest in the Applicable Underlying Loan, the first priority of the Lien of the Applicable Mortgage upon the subject Mortgaged Real Property, without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and the Debt Financing Sources conditions to title as Borrower and Lender shall have received marked Approved approved in writing and such affirmative coverage as Borrower or Lender deems reasonably necessary (the "Title Commitments which meet Policy"). Such Title Policy shall be in an amount not less than the following conditionsoriginal principal amount of the applicable Note Receivable and be issued by a title insurance company satisfactory to Borrower and Lender in all respects (the "Title Insurance Company"). Final Title Policies delivered at the time of each advance of the Applicable Underlying Loan must insure that the Applicable Mortgage creates a first priority Lien, in favor of Lender, to the extent of its interest in the Applicable Underlying Loan, and Borrower, together with its successors and assigns, in and to the subject Mortgaged Real Property, with such exceptions and conditions to title as Borrower and Lender shall have approved in writing. Each Title Policy shall contain such affirmative coverage as Lender deems reasonably necessary, including but not limited to an affirmative statement that the Title Policy insures Borrower, together with its successors and assigns, including but not limited to Lender to the extent of its interest in the Applicable Underlying Loan, against all mechanics' and materialmen's liens arising from or out of construction of the Financed Improvements and, to the extent available and commonly required by lenders in the Applicable Jurisdiction, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Land; (B) insuring that no building restriction or similar exception to title disclosed on the Title Policy has been violated and that any violation thereof would not create or result in any reversion, reverter, or forfeiture of title; (C) a zoning endorsement in the form typically issued in the Applicable Jurisdiction; and (D) insuring over any environmental superlien or similar lien upon all or any portion of the Applicable Resort. Such Title Policy shall provide that Borrower and Lender, to the extent of its interest in the Applicable Underlying Loan, shall receive an endorsement to the Title Policy on the date of each advance of the Applicable Underlying Loan: (i) indicating that since the Approved Title Commitments shall only contain such changes as approved date of the immediately preceding advance, there has been no change in the state of title and no mechanics' or deemed approved by the Buyermaterialmen's lien, claim, or which lien or similar notice has been filed against any of the Buyer is not permitted to object to, in accordance with Section 7.6 hereunder, Applicable Underlying Loan Collateral; (ii) such Approved Title Commitments for the benefit of the Buyer shall include the non-imputation endorsement in the form as agreed to in writing by updating the Title Company prior Policy to the Effective Date and date of such Approved Title Commitments for the benefit of the Debt Financing Sources shall include the future advances, first loss and variable rate endorsements in the form as agreed to in writing by the Title Company prior to the Effective Date, advance; and (iii) such Approved Title Commitments shall otherwise be in form and content reasonably acceptable to increasing the Buyer and the Debt Financing Sources (collectively, the “Pro-Forma Title Policies”); provided, however, (A) in no event shall Buyer have the right to claim that this condition is not satisfied as a result of any exceptions taken by First American Title Insurance Company (the “Title Company”) which are approved or deemed approved by Buyer, or which the Buyer is not permitted to object to, in accordance with Section 7.6 and (B) in no event shall Buyer have the right to claim that this condition is not satisfied for failure coverage of the Title Company Policy by an amount equal to issue any endorsements requested by Buyer which are not otherwise required by the terms of this Section 8.2(c), unless such failure of condition is a result of Seller’s failure or refusal to execute and/or deliver any documents required pursuant to Section 9.2 below. Subject only to payment of the premiums at Closing, Buyer shall have received written confirmation that the Title Company will issue (i) to the Company and/or its Subsidiaries, new owner’s title insurance policies with respect to the Timberlands in the form of the Pro-Forma Title Policies and in the amount of such advance if the Enterprise Value Title Policy does not by its own terms provide for such that the Company or its Subsidiaries shall have an increase. The condition of title insurance bearing an effective date to all Applicable Underlying Loan Collateral must be satisfactory to Lender in all respects as a condition precedent to Lender's obligation to make any Advances hereunder in respect of the Closing Date, subject only Applicable Underlying Loan that is secured by Borrower's Lien in and to the exceptions to coverage set forth in the Pro-Forma Title Policies, and (ii) as to the Debt Financing Sources, a such Applicable Underlying Loan Policy of Title Insurance (Form T-2) in the form of the Pro-Forma Title Policies and in the amount of the Debt Financing such that the Debt Financing Sources shall have title insurance bearing an effective date as of the recordation of the deeds of trust securing the Debt Financing, subject only to the exceptions to coverage set forth in the Pro-Forma Title Policies (the title policies being referred to herein individually as a “Title Policy” and collectively as the “Title Policies”)Collateral.