Common use of Title Policies Clause in Contracts

Title Policies. Buyer has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to each Owned Real Property as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), subject only to Permitted Encumbrances, in such amount as Buyer determines to be the value of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance acceptable to Buyer, acting reasonably: (i) an extended coverage endorsement (insuring over the general or standard exceptions); (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested by Buyer, acting reasonably.

Title Policies. Buyer The Company shall have delivered to (a) the Bank Agent, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $1,000,000,000 and (b) the Indenture Trustee on behalf of the Second Mortgage Note Holders, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $370,000,000. Each such policy or commitment shall (i) include such endorsements as are required by the Bank Agent and the Representatives of the Underwriters, respectively, (ii) be reinsured by such reinsurance as is satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, (iii) be issued by Title Insurer in form and substance satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, and (iv) insure (or agree to insure) that: (a) Xxxx Las Vegas has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Xxxx Resorts Holdings, Palo and Desert Inn Improvement) and a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-1 ("Xxxx Las Vegas Permitted Encumbrances"); (b) Valvino has fee simple title to the Phase II Land and the Phase II Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-2 ("Valvino Permitted Encumbrances"); (c) Xxxx Resorts Holdings has fee simple title to the Golf Course Land (other than the Palo Home Site Land and the Water Utility Land encumbered or to be encumbered by Palo and Desert Inn Improvement, respectively) and Golf Course Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-3 ("Xxxx Resorts Holdings Permitted Encumbrances"); (d) Palo has fee simple title to the Palo Home Site Land free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-4 (the "Palo Permitted Encumbrances"); (e) Desert Inn Improvement has fee simple title to the Water Utility Land, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-5; and (f) each Owned Real Property as Deed of Trust (other than the Bank DIIC Deed of Trust and the Second Mortgage Notes DIIC Deed of Trust which will be recorded after the Closing Date pursuant to Section 3.3.22) is (including all recorded appurtenant easements, insured or will be when recorded) a valid lien on the "Trust Estate" and (as separate legal parcels), subject only to Permitted Encumbrances, defined in such amount as Buyer determines to be the value each Deed of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (Trust) entitled to the extent available in the applicable jurisdictionpriority described therein, but regardless free and clear of whether any additional amount is charged for such endorsement)all liens, in form encumbrances and substance acceptable exceptions to Buyertitle whatsoever, acting reasonably: other than (i) an extended coverage endorsement (insuring over Xxxx Las Vegas Permitted Encumbrances in the general or standard exceptions); case of the Deeds of Trust executed by Xxxx Las Vegas, (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable Valvino Permitted Encumbrances in the applicable jurisdictioncase of the Deeds of Trust executed by Valvino, a satisfactory zoning letter from the local zoning authorities; and (iii) a survey accuracy endorsement (insuring that Xxxx Resorts Holdings Permitted Encumbrances in the Owned Real Property described therein is case of the real property shown on the Survey delivered with respect thereto Deeds of Trust executed by Xxxx Resorts Holdings; and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number Palo Permitted Encumbrances in the endorsement includes all case of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists Deeds of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested Trust executed by Buyer, acting reasonablyPalo.

Title Policies. Buyer has obtained pro forma title insurance policies from The Borrower shall have delivered to the Administrative Agent the Title Company Policies in accordance with the amount of $410,000,000. Each such Title Policy shall (w) include such endorsements as are reasonably required by the Administrative Agent, (x) be reinsured by such reinsurance as is satisfactory to the Administrative Agent, (y) be issued by the Title Commitments insuring Insurer in form and substance satisfactory to the applicable Seller’s Administrative Agent, and (z) insure that: (1) the Borrower has a good, fee simple title to each Owned Real Property as the Site and the Site Easements, free and clear of Liens (except the Permitted Liens), encumbrances (except the Permitted Encumbrances) and other exceptions to title (except the Permitted Exceptions); (2) the Energy Project Provider has a good, leasehold interest to the portion of the Closing Date Site covered by the Energy Project Ground Lease, free and clear of Liens (including all recorded appurtenant easements, insured as separate legal parcelsexcept the Permitted Liens), subject only to encumbrances (except the Permitted Encumbrances) and other exceptions to title (except the Permitted Exceptions); (3) Aladdin Bazaar has a good, in such amount as Buyer determines leasehold interest to be the value portion of the Owned Real Property insured thereunder Site covered by the Mall Project Ground Lease, free and clear of Liens (except the “Title Policies”Permitted Liens). The Title Policies , encumbrances (except the Permitted Encumbrances) and other exceptions (except the Permitted Exceptions); (4) Aladdin Music has a good, leasehold interest to the portion of the Site covered by the Aladdin Ground Lease, free and clear of Liens (except the Permitted Liens), encumbrances (except the Permitted Encumbrances) and other exceptions to title (except the Permitted Exceptions); (5) the Deed of Trust is a valid first Lien on the Trust Estate entitled to the priority described therein, free and clear of all Liens (except the Permitted Liens), encumbrances (except the Permitted Encumbrances) and exceptions (except the Permitted Exceptions); (6) the Lenders have the creditor's rights exception deleted, and include right to foreclose against the following endorsements (portion of the Site which is not subject to the extent available in Mall Project Ground Lease and the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance acceptable to Buyer, acting reasonably: (i) an extended coverage endorsement (insuring over the general or standard exceptions); (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey delivered with respect thereto Music Project Ground Lease and that such Survey is an accurate survey thereof)no forfeiture or right of reversion exists due to covenants, restrictions or encroachments; and (iv7) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street Main Project and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes Energy Project conform with all of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested by Buyer, acting reasonablyapplicable zoning laws.

Title Policies. Buyer has obtained pro forma The Borrower shall have delivered to the Administrative Agent, with respect to the Miami Jai-Alai Facility site and the Ft. Xxxxxx Property, a lender’s A.L.T.A. extended coverage policy of title insurance policies from including gap coverage, without any arbitration requirement, and expressly providing insurance coverage over all mechanics’ liens (the “Title Policy”), or a commitment to issue the Title Company Policy, naming as the insureds (or, in accordance with the case of said owner’s Title Commitments insuring Policy, the applicable Seller’s additional insureds) thereunder the Administrative Agent, on behalf itself and other lenders, and its respective successors and assigns, as its interests may appear, in the amount of $87,000,000.00. The Title Policy (or commitment therefor) shall (i) include such endorsements as are required by the Administrative Agent in its sole and absolute discretion on a draw-by-draw basis (including, without limitation, acceptable endorsements for same as survey, comprehensive endorsement (FL Form 9), tie in, contiguity, pending disbursements and interim mechanics’ liens, all if and as applicable), (ii) if requested by the Administrative Agent, be reinsured by such reinsurance as is satisfactory to the Administrative Agent, (iii) be issued by Title Insurer in form and substance otherwise satisfactory to the Administrative Agent, and (iv) insure (or agree to insure) that: (a) the Borrower has fee simple title to each Owned Real Property as both the site of the Closing Date (including all recorded appurtenant easementsMiami Jai-Alai Facility and the Ft. Xxxxxx Property, insured as separate legal parcels)free and clear of liens, subject only encumbrances and other exceptions to title except the Permitted Encumbrances, in such amount as Buyer determines to be the value of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance acceptable to Buyer, acting reasonably: (i) an extended coverage endorsement (insuring over the general or standard exceptions); (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (xb) such the Mortgage to be recorded for the benefit of the Secured Parties is a valid first priority Lien on the Miami Jai-Alai Facility and the Ft. Xxxxxx Property free and clear of all liens, encumbrances and exceptions to title whatsoever, other endorsements that are requested by Buyer, acting reasonablythan the Permitted Encumbrances of record on the Closing Date.

Title Policies. Buyer The Company shall have delivered to the Collateral Agent, a lender’s A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $2,300,000,000. Such policy or commitment shall (i) include such endorsements as are required by the Bank Agent and the Representatives of the Initial Purchasers, respectively, (ii) reasonably be reinsured by such reinsurance as is satisfactory to the Bank Agent and the Representatives of the Initial Purchasers, respectively, (iii) be reasonably issued by Title Insurer in form and substance reasonably satisfactory to the Bank Agent and the Representatives of the Initial Purchasers, respectively, and (iv) insure (or agree to insure) that: (a) The Company has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to each Owned Real the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Wynn Sunrise and Xxxx Golf) and a valid leasehold estate or easement interest, as the case may be, in the portions of the Closing Date Site described in the Affiliate Real Estate Agreements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit K-1 (“Xxxx Las Vegas Permitted Encumbrances”); (b) Xxxx Golf has fee simple title to the Golf Course Land (including all recorded appurtenant easementsthe Home Site Land and the Xxxx Home Site) and the Golf Course Land Easements, insured free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit K-2 (“Xxxx Golf Permitted Encumbrances”); (c) Wynn Sunrise has fee simple title to the Wynn Sunrise Land and the Wynn Sunrise Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit K-3 (“Wynn Sunrise Permitted Encumbrances”); and (d) Each Deed of Trust is (or will be when recorded) a valid, first priority lien on the “Trust Estate” (as separate legal parcelsdefined in each Deed of Trust), subject only free and clear of all liens, encumbrances and exceptions to Permitted Encumbrancestitle whatsoever, in such amount as Buyer determines to be the value of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance acceptable to Buyer, acting reasonably: other than (i) an extended coverage endorsement (insuring over Xxxx Las Vegas Permitted Encumbrances in the general or standard exceptions); case of the Deeds of Trust executed by the Company, (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable Xxxx Golf Permitted Encumbrances in the applicable jurisdictioncase of the Deeds of Trust executed by Xxxx Golf, a satisfactory zoning letter from the local zoning authorities; and (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number Wynn Sunrise Permitted Encumbrances in the endorsement includes all case of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists Deeds of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested Trust executed by Buyer, acting reasonablyWynn Sunrise.

Title Policies. Buyer The Company shall have delivered to (a) the Bank Agent, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $1,000,000,000 and (b) the Indenture Trustee on behalf of the Second Mortgage Note Holders, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $340,000,000. Each such policy or commitment shall (i) include such endorsements as are required by the Bank Agent and the Representatives of the Underwriters, respectively, (ii) be reinsured by such reinsurance as is satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, (iii) be issued by Title Insurer in form and substance satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, and (iv) insure (or agree to insure) that: (a) Xxxx Las Vegas has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Xxxx Resorts Holdings, Palo and Desert Inn Improvement) and a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-1 ("Xxxx Las Vegas Permitted Encumbrances"); (b) Valvino has fee simple title to the Phase II Land and the Phase II Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-2 ("Valvino Permitted Encumbrances"); (c) Wynn Resorts Holdings has fee simple title to the Golf Course Land (other than the Palo Home Site Land and the Water Utility Land encumbered or to be encumbered by Palo and Desert Inn Improvement, respectively) and Golf Course Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-3 ("Wynn Resorts Holdings Permitted Encumbrances"); (d) Palo has fee simple title to the Palo Home Site Land free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-4 (the "Palo Permitted Encumbrances"); (e) Desert Inn Improvement has fee simple title to the Water Utility Land, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-5 ("DIIC Permitted Encumbrances"); and (f) each Owned Real Property as Deed of Trust (other than the Bank DIIC Deed of Trust and the Second Mortgage Notes DIIC Deed of Trust which will be recorded after the Closing Date pursuant to Section 3.3.22) is (including all recorded appurtenant easements, insured or will be when recorded) a valid lien on the "Trust Estate" (as separate legal parcels), subject only to Permitted Encumbrances, defined in such amount as Buyer determines to be the value each Deed of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (Trust) entitled to the extent available in the applicable jurisdictionpriority described therein, but regardless free and clear of whether any additional amount is charged for such endorsement)all liens, in form encumbrances and substance acceptable exceptions to Buyertitle whatsoever, acting reasonably: other than (i) an extended coverage endorsement (insuring over Xxxx Las Vegas Permitted Encumbrances in the general or standard exceptions); case of the Deeds of Trust executed by Xxxx Las Vegas, (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable Valvino Permitted Encumbrances in the applicable jurisdictioncase of the Deeds of Trust executed by Valvino, a satisfactory zoning letter from the local zoning authorities; and (iii) a survey accuracy endorsement (insuring that Wynn Resorts Holdings Permitted Encumbrances in the Owned Real Property described therein is case of the real property shown on the Survey delivered with respect thereto Deeds of Trust executed by Wynn Resorts Holdings; and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number Palo Permitted Encumbrances in the endorsement includes all case of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists Deeds of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested Trust executed by Buyer, acting reasonablyPalo.

Title Policies. Buyer The Company shall have delivered to (a) the Bank Agent, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $1,000,000,000 and (b) the Indenture Trustee on behalf of the Second Mortgage Note Holders, a lender's A.L.T.A. policy of title insurance, or a commitment to issue such policy, in the amount of $340,000,000. Each such policy or commitment shall (i) include such endorsements as are required by the Bank Agent and the Representatives of the Underwriters, respectively, (ii) be reinsured by such reinsurance as is satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, (iii) be issued by Title Insurer in form and substance satisfactory to the Bank Agent and the Representatives of the Underwriters, respectively, and (iv) insure (or agree to insure) that: (a) Xxxx Las Vegas has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to the Site and the Site Easements (other than the Mortgaged Property encumbered or to be encumbered by Valvino, Wynn Resorts Holdings, Palo and Desert Inn Improvement) and a valid leasehold estate or easement interest, as the case may be, in the portions of the Site described in the Affiliate Real Estate Agreements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-1 ("Xxxx Las Vegas Permitted Encumbrances"); (b) Valvino has fee simple title to the Phase II Land and the Phase II Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-2 ("Valvino Permitted Encumbrances"); (c) Wynn Resorts Holdings has fee simple title to the Golf Course Land (other than the Palo Home Site Land and the Water Utility Land encumbered or to be encumbered by Palo and Desert Inn Improvement, respectively) and Golf Course Land Easements, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-3 ("Wynn Resorts Holdings Permitted Encumbrances"); (d) Palo has fee simple title to the Palo Home Site Land free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-4 (the "Palo Permitted Encumbrances"); (e) Desert Inn Improvement has fee simple title to the Water Utility Land, free and clear of liens, encumbrances and other exceptions to title except those exceptions specified on Exhibit N-5 ("DIIC Permitted Encumbrances"); and (f) each Owned Real Property as Deed of Trust (other than the Bank DIIC Deed of Trust and the Second Mortgage Notes DIIC Deed of Trust which will be recorded after the Closing Date pursuant to Section 3.3.22) is (including all recorded appurtenant easements, insured or will be when recorded) a valid lien on the "Trust Estate" (as separate legal parcels), subject only to Permitted Encumbrances, defined in such amount as Buyer determines to be the value each Deed of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (Trust) entitled to the extent available in the applicable jurisdictionpriority described therein, but regardless free and clear of whether any additional amount is charged for such endorsement)all liens, in form encumbrances and substance acceptable exceptions to Buyertitle whatsoever, acting reasonably: other than (i) an extended coverage endorsement (insuring over Xxxx Las Vegas Permitted Encumbrances in the general or standard exceptions); case of the Deeds of Trust executed by Xxxx Las Vegas, (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable Valvino Permitted Encumbrances in the applicable jurisdictioncase of the Deeds of Trust executed by Valvino, a satisfactory zoning letter from the local zoning authorities; and (iii) a survey accuracy endorsement (insuring that Wynn Resorts Holdings Permitted Encumbrances in the Owned Real Property described therein is case of the real property shown on the Survey delivered with respect thereto Deeds of Trust executed by Wynn Resorts Holdings; and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number Palo Permitted Encumbrances in the endorsement includes all case of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists Deeds of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested Trust executed by Buyer, acting reasonablyPalo.