Common use of Title Policy Clause in Contracts

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. (a) With respect to each parcel of Mortgaged Propertyany New Loan that is a Mortgage Loan, Seller shall have delivered to Buyer (1) an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable unconditional commitment to the Agent) issued by issue a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) Policy or Policies in an amount as the Agent may reasonably require based upon the fair market value favor of the applicable Mortgaged Property insuring the priority of the Mortgage thereon Seller and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (Seller’s successors and/or assigns with respect to Texas) fee simple title Seller’s interest in the related real property with an amount of insurance that shall be not less than the related Repurchase Price or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent other amount as Buyer shall require in its reasonable discretion and which or (2) an endorsement or confirmatory letter from the existing title company to an existing Title Policy (in an amount not less than the related Repurchase Price or such other amount as Buyer shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent require in its reasonable discretion, ) in favor of Seller and shall contain (a) a revolving credit endorsement and Seller’s successors and/or assigns that adds such parties as an additional insured. (b) With respect to any New Loan that is a First Mortgage B-Note, Seller shall have delivered to Buyer a copy of an unconditional commitment to issue a Title Policy or endorse an existing Title Policy in favor of the lead lender to whom the related obligor issued the related Mortgage Note, in an amount not less than the amount of such other endorsements and affirmative insurance as Mortgage Note and, if the Agent may reasonably require and First Mortgage B-Note is available evidenced by a separate promissory note rather than a participation certificate, in an amount not less than the State in which amount of all Mortgage Notes secured by the Mortgaged Property is locatedMortgage that secures the related promissory notes. (c) With respect to a Mezzanine Loan, including but not limited to (i) Seller shall have delivered to Buyer such evidence as Buyer on a comprehensive endorsementcase-by-case basis, in its sole discretion, shall require of the ownership of the real property underlying the New Loan including, without limitation, a copy of a Title Policy, issued by a title insurer and with such endorsements (including, without limitation, a “Mezzanine Lender’s Endorsement”, if obtained by Seller), in each case acceptable to Buyer in its sole discretion, showing that title is vested in the related obligor or in an entity in whom such obligor holds an equity interest and (ii) a variable rate if obtained by Seller, Seller shall have delivered to Buyer an Eagle 9 UCC Title Policy which policy shall (x) provide an amount of interest endorsementinsurance that shall be not less than the related Repurchase Price or such other amount as Buyer shall require in its sole discretion, (iiiy) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company shall insure Seller’s security interest in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, the equity interests pledged and (viiiz) be assignable by its terms with a utility location endorsementtransfer of the Mezzanine Loan, as applicable.

Title Policy. With respect to each parcel the SLS Las Vegas Mortgage, a policy of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee or marked up title insurance commitment having the effect of a policy reasonably acceptable to of title insurance) insuring the Agent) issued by Lien of the SLS Las Vegas Mortgage as a Title Insurance Company (with such reinsurance as valid mortgage Lien on the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) Mortgaged Property and fixtures described therein in an amount as not less than the Agent may reasonably require based upon the fair market value aggregate amount of the applicable Mortgaged Property insuring Borrowings then outstanding under this Agreement, which policy (or such marked—up commitment) (the priority of “Title Policy”) shall (A) be issued by the Mortgage thereon and that Title Company, (B) include such reinsurance arrangements within the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible First American affiliated title companies (with respect to Texasprovisions for direct access) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which as shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown reasonably requested by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsementLender, (iiC) a variable rate of interest endorsementif relevant, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) contain a “tie-in” endorsement or “cluster” endorsement, if available under applicable law (i.e., policies which insure multiple mortgages against losses regardless of location or allocated value of the insured property up to a stated aggregated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to Lender) as shall be available in Nevada and as reasonably requested by Lender (including endorsements on matters relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertyusury, (vii) “first loss” and “, last dollar” endorsements, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, future advances, and so-called comprehensive coverage over covenants and restrictions and (viiiE) contain no exceptions to title other than exceptions that are reasonably acceptable to Lender (provided that the exceptions on Schedule B of the title policy in favor of SLS Lender are deemed acceptable; provided further, notwithstanding anything herein or in the Disbursement Agreement to the contrary, because construction commenced prior to the Closing Date, the Title Policy (and any update thereof or endorsement thereto) may include a utility location endorsement.general exception for mechanics’ or materialmen’s liens and such exception will be a Permitted Encumbrance);

Title Policy. With respect to each parcel of the Mortgaged PropertyProperties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyProperties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement; provided, however, that with respect to a Mortgaged Property as to which Agent has not yet recorded the Mortgage, the “Title Policy” shall be an owner’s policy of title insurance, in a form satisfactory to the Agent, containing only exceptions satisfactory to the Agent, supplemented by a current “date down” or “nothing further” certificate (or if such endorsement or certificate is not available a current mortgagee’s title commitment in favor of the Agent) provided by an issuer satisfactory to the Agent, evidencing the state of title to the Mortgaged Property, as of a date not earlier than thirty (30) days prior to delivery thereof to the Agent or such later date as may be required by any other provision hereof (it being acknowledged that a Title Policy relating to a Mortgaged Property shall not be considered in full force and effect if such a current satisfactory supplement has not been delivered within a period of one year).

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title to or a valid and subsisting leasehold interest to in such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property Real Estate is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement. Total Asset Value. The sum of (without duplication) (a) the aggregate Value of all of Borrower’s, Guarantor’s and their Subsidiaries’ Real Estate, plus (b) the carrying value of other real estate-related investments (such as loans receivable) plus (c) the amount of any cash and Cash Equivalents, excluding tenant security and other restricted deposits of the Guarantor and its Subsidiaries. For any non-Wholly Owned Subsidiary, Total Asset Value shall be adjusted for Borrower’s, Guarantor’s and their Subsidiaries’ pro rata ownership percentage.

Title Policy. With respect In relation to each parcel of the Mortgaged PropertyProperty existing on the ------------ Original Closing Date, an ALTA (or state regulated form in Texas and other states where ALTA policies are not available) standard form mortgage policies of title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company in an aggregate amount not to exceed one hundred percent (with such reinsurance as 100%) of the Agent may reasonably requiremaximum committed amount of the Loans, any such reinsurance to be with direct access endorsements to and if acquired following the extent available under applicable law) Original Closing Date, in an amount as reasonably estimated by the Agent may reasonably require based upon Borrower to equal the fair market value sum of the applicable purchase price for such Mortgaged Property (including all diligence, acquisition and closing costs) and all additional Property Costs for the Project to be constructed thereon, insuring the priority of the Mortgage thereon of such Mortgaged Property, and that the Borrower or a Subsidiary Guarantorone of its Subsidiaries holds fee simple or leasehold title, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelMortgaged Property, subject only to the encumbrances acceptable to Agent in its reasonable discretion permitted by such Mortgage and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leasesrecorded or unrecorded leases) or matters which would be shown by a surveysurvey (except as may be permitted by such Mortgage), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable sole discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent in its reasonable discretion may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (ia) a comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a usury revolving credit endorsement, (ivd) a tie-in endorsement, (e) doing business endorsement, (vf) an first loss endorsement and (g) gap endorsement (or in Texas and any other state where ALTA form 3.1 zoning endorsementpolicies are not available, (vi) similar endorsements to the extent available). Any Title Policy for a “tie-in” endorsement relating to all Title Policies issued by such Project under construction may contain a "pending disbursements" or other similar limitation if the Title Insurance Company in respect issuing such Title Policy will not insure the priority of other Mortgaged Propertythe advances under a revolving credit endorsement; provided, (vii) “first loss” and “last dollar” endorsementsthat unless otherwise -------- ---- agreed by the Agent, and (viii) a utility location endorsementthe full premium for such Title Policy shall be paid upon the issuance thereof. The Borrower shall be entitled to enter into Mortgages for Properties earlier than required hereunder to enable the Borrower to provide the Agent with Title Policies under rate rules generally referred to as "simultaneous issuance rules."

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available in the State in which the Real Estate is located, (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. With respect to Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each parcel of Mortgaged PropertyRejected Exception), an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable subject to the Agent) issued by a provisions of this Paragraph 8(a). Buyer shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance Requirements to be with direct access endorsements performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the extent available under applicable lawcontrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except (i) as expressly set forth in Seller’s Title Notice, and (ii) in an amount not to exceed $50,000 in the aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentence, or as expressly set forth in Seller’s Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent may reasonably require based upon prior to Closing, in which case the fair market value Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the applicable Mortgaged Property insuring provisions set forth herein. In the priority event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of the Mortgage thereon this Paragraph 8(a)(v) due to Seller’s failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller’s Title Notice and that the Borrower or a Subsidiary Guarantor(II) Buyer is not in default under this Agreement, as applicable, holds marketable or indefeasible then and only then Seller shall reimburse Buyer for Buyer’s reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to Texas) fee simple title or a valid this agreement, the transaction described herein and subsisting leasehold interest the due diligence performed in connection herewith, not to such parcelexceed $150,000.00 in the aggregate. Upon Closing, subject only Buyer shall be deemed to have waived all objections to the encumbrances acceptable to Agent in its reasonable discretion items and which matters reflected on the Title Policy and each such item and matter shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would thereafter be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-inPermitted Exception” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsementunder this Agreement.

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. With respect to Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each parcel of Mortgaged PropertyRejected Exception), an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable subject to the Agent) issued by a provisions of this Paragraph 8(a). Buyer shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance Requirements to be with direct access endorsements performed or otherwise 8 satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the extent available under applicable lawcontrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except (i) as expressly set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent may reasonably require based upon prior to Closing, in which case the fair market value Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the applicable Mortgaged Property insuring provisions set forth herein. In the priority event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of the Mortgage thereon this Paragraph 8(a)(v) due to Seller's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and that the Borrower or a Subsidiary Guarantor(II) Buyer is not in default under this Agreement, as applicable, holds marketable or indefeasible then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to Texas) fee simple title or a valid this agreement, the transaction described herein and subsisting leasehold interest the due diligence performed in connection herewith, not to such parcelexceed $150,000.00 in the aggregate. Upon Closing, subject only Buyer shall be deemed to have waived all objections to the encumbrances acceptable to Agent in its reasonable discretion items and which matters reflected on the Title Policy and each such item and matter shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would thereafter be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-inPermitted Exception” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsementunder this Agreement.

Title Policy. With respect In relation to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Administrative Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawendorsements) in an such amount as may be reasonably determined by the Administrative Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon of such Mortgaged Property and that the Borrower or a Subsidiary Guarantor, as applicable, one of its Subsidiaries holds marketable or indefeasible (with respect to Texas) fee simple or leasehold title or a valid and subsisting leasehold interest to such parcelMortgaged Property, subject only to the encumbrances acceptable to Agent permitted herein or in its reasonable discretion such Mortgage and which (i) shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or or, with respect to fee Mortgaged Properties only, matters which would be shown by a surveysurvey (except as may be permitted by such Mortgage), (ii) shall not insure over any matter except to the extent that any such affirmative insurance is reasonably acceptable to the Administrative Agent in its reasonable sole discretion, and (iii) shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available from the Title Company and as the Administrative Agent in the State in which the Mortgaged Property is locatedits reasonable discretion may require, including but not limited to (ia) a comprehensive endorsementendorsement (with respect to fee Mortgaged Properties only), (iib) a variable rate of interest endorsement, (iiic) a usury endorsement, (ivd) a revolving credit endorsement, (e) tie-in endorsement, (f) doing business endorsement, (vg) an ALTA form 3.1 zoning anti-taint endorsement, (vih) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertylast dollar endorsement, (viii) “first loss” and “last dollar” endorsementssame as survey endorsement (with respect to fee Mortgaged Properties only), and (viiij) a utility location access endorsement.

Title Policy. With respect to each parcel of Mortgaged PropertyBorrowing Base Asset, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property such Borrowing Base Asset insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to the Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a surveySurvey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property such Borrowing Base Asset is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Assets, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsementendorsement if available at a reasonable cost, (iv) a doing business endorsement, (v) if required by Agent to the extent Borrower has not otherwise delivered satisfactory evidence of compliance with zoning of the applicable Borrowing Base Property, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. Titled Agents. The Arrangers or any syndication or documentation agent. Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment is One Hundred Million and No/100 Dollars ($100,000,000.00), and is subject to increase as provided in §2.11.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property (but in any event not to exceed 110% of fair market value) insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a surveysurvey (other than with respect to any Tier II Properties as to which the survey delivered in connection with the closing under this Agreement has not been updated), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) if required by Agent, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “”first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. With respect to each Borrowing Base Property as to which Agent does not receive a Mortgage, an ALTA standard form owner’s title 36 102175686\V-9 102175686\V-9 insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent insuring that the Subsidiary Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, and shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion. Titled Agents. The Arranger, and any syndication agent or documentation agent.

Title Policy. With Borrower or the applicable Project Guarantor shall have procured, before any A&D Draw is made hereunder with respect to each parcel the particular A&D Land or A&D Project, after the initial recordation of Mortgaged Propertythe Mortgage encumbering such Property or following the recording of any amendments thereto or any additional Mortgages required to secure the Facility, an ALTA standard 1970 form extended coverage lender’s policy of title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably or its equivalent acceptable to the AgentLender) in a form and issued by a Title Insurance Company title company satisfactory to Lender, in an insured amount of not less than (with such reinsurance as a) in those jurisdictions imposing material taxes on Mortgages based on the Agent may reasonably requireamount secured thereby, any such reinsurance to be with direct access endorsements the Maximum Available Amount allocated to the extent available under applicable lawApproved Project plus 120%, and (b) in all other jurisdictions, an amount as equal to the Agent may reasonably require based upon Maximum Facility Amount minus the fair market value maximum amount of the applicable Mortgaged Property Working Capital Line (i.e. $85,000,000.00), insuring the priority Mortgages as first liens or first deeds of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, trust (as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelon all Property securing the Facility, subject only to such exceptions as may be approved in writing by Lender and including such endorsements as shall be customary or as Lender may require, including, but not limited to Tie-In Endorsements, Florida Form 9 (or comparable comprehensive endorsements in other States), Letter of Credit Endorsements and Revolving Credit Endorsements (provided issuance of the encumbrances requested endorsements is legal in the applicable State). No work of any character is to be commenced or material delivered to the applicable Property before the title policy insuring such Mortgage is furnished to Lender and Lender has advised Borrower that such policy has been received and is acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liensLender, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that the title policy ultimately provided to Lender insures the first lien priority of such Mortgage subject only to permitted exceptions approved by Lender despite any such affirmative insurance prior work and without exceptions for construction liens. The intention of the parties hereto is acceptable that every Mortgage granted as security for the Facility is and, to the Agent in extent modified by any modification and spreader thereof, shall continue to be prior to any construction lien. If any material is delivered or work performed before Lender has received each such policy, Lender may, at its reasonable discretionoption, and shall contain (a) a revolving credit endorsement and (b) refuse to make any Draws hereunder with respect to such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” other than to pay all expenses incurred in connection with the Facility and “last dollar” endorsements, proceed to exercise any and (viii) a utility location endorsementall remedies available to Lender under the Loan Documents upon an occurrence of an Event of Default.

Title Policy. With Within ten (10) days after the date of this Agreement, the Purchaser shall order a commitment(s) for a 1992 Form B ALTA Owner's Title Insurance Policy with respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy Owned Real Estate (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent"Title Commitments") issued by a title insurer licensed to do business in New Jersey and approved by the Seller (which approval will not be unreasonably withheld) (the "Title Company"). Each such Commitment when delivered to the Seller, shall be accompanied by legible copies of each exception to title referred to therein. At the Closing, the Purchaser shall, at its expense, cause to be delivered to the Purchaser, in a form reasonably satisfactory to the Purchaser, an ALTA Owner's Title Insurance Company (with such reinsurance Policy Form B dated as of the Agent may reasonably require, any such reinsurance to be with direct access endorsements Closing Date issued to the extent available under applicable law) in an amount as Purchaser by the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary GuarantorTitle Company, as applicable, holds marketable or indefeasible (with respect to Texaseach parcel of Owned Real Estate which title insurance policy(s) insure that the fee simple absolute title or a to the parcel of Owned Real Estate described therein is marketable and valid and subsisting leasehold interest to such parcelvested in Purchaser, subject only to the encumbrances acceptable Permitted Liens in respect of such property and to Agent in its reasonable discretion all exceptions which the Purchaser has approved or is deemed to have approved pursuant to Section 8.3 below and which to no other exceptions, printed or otherwise and such policies shall not contain standard exceptions affirmatively insure against encroachments and against violations of applicable covenants, conditions and restrictions. The premiums for mechanics liens, persons in occupancy (other than tenants such policies as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance well as the Agent may reasonably require Title Commitment and is available in the State in which the Mortgaged Property is locatedsurvey charges, including including, but not limited to to, charges for title abstract and examination (including all search, continuation and later-date fees), shall be paid by the Purchaser. Such title insurance policies shall be (i) a comprehensive endorsementissued by the Title Company, (ii) a variable rate showing in SCHEDULE A thereof the approved legal description of interest endorsementsuch Owned Real Estate and each easement appurtenant thereto, (iii) a usury endorsementwith the standard printed exceptions deleted, and otherwise showing in SCHEDULE B thereof only the Permitted Exceptions, and (iv) containing such endorsements as may reasonably be requested by Purchaser. At Closing, the Seller shall deliver to the Purchaser, in a doing business endorsementform reasonably satisfactory to the Purchaser and the Title Company, a bargain and sale deed covenanting against the grantor's own acts (vthe "Deed") an ALTA for each parcel of Owned Real Estate which shall be in recordable form 3.1 zoning endorsementfree and clear of all liens, (vi) a “tie-in” endorsement relating claims and encumbrances, other than Permitted Liens and any matters which Purchaser shall have approved or be deemed to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsementshave approved pursuant to Section 8.3 below, and (viii) a utility location endorsementfor each such parcel such affidavits or other instruments as the Title Company may require to issue and delete standard exceptions and any required special endorsements.

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting ground leasehold interest to such parcel, subject only to the Permitted Liens and other encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement. Transaction Costs. As defined in the Preamble.

Title Policy. With respect to each parcel of Mortgaged Credit Support Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Credit Support Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Credit Support Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Credit Support Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.

Title Policy. With respect In relation to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Administrative Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawendorsements) in an such amount as may be determined by the Administrative Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon of such Mortgaged Property and that the a Borrower or a Subsidiary Guarantor, as applicable, one of its Subsidiaries holds marketable or indefeasible (with respect to Texas) fee simple or leasehold title or a valid and subsisting leasehold interest to such parcelMortgaged Property, subject only to the encumbrances acceptable to Agent in its reasonable discretion permitted by such Mortgage and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a surveysurvey (except as may be permitted by such Mortgage), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Administrative Agent in its reasonable sole discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Administrative Agent in its discretion may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (ia) a comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a usury endorsement, (ivd) a revolving credit endorsement, (e) tie-in endorsement, and (f) doing business endorsement. TOTAL REVOLVING COMMITMENT. The sum of the Revolving Credit Commitments of the Lenders, (v) an ALTA as in effect from time to time. As of the Closing Date, the Total Revolving Commitment is $20,000,000. TRADEMARK ASSIGNMENTS. The several Trademark Collateral Security and Pledge Agreements, dated or to be dated on or prior to the Closing Date, made by the Borrowers and their Subsidiaries in favor of the Administrative Agent and the Assignments of Trademarks and Trademarks executed in connection therewith, all in form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating and substance satisfactory to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” the Lenders and “last dollar” endorsements, and (viii) a utility location endorsementthe Administrative Agent.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple or leasehold (for the avoidance of doubt, leaseholds shall only be permitted with respect to Borrowing Base Properties) title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsementendorsement if available at a reasonable cost, (iv) a doing business endorsement, (v) if required by Agent to the extent Borrower has not otherwise delivered satisfactory evidence of compliance with zoning of the applicable Borrowing Base Property, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. With respect to the JCAP Manhattan Property, an ALTA standard form owner’s title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent insuring that JCAP Manhattan holds marketable fee simple title to the JCAP Manhattan Property, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, and shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion.”

Title Policy. With respect to each parcel of Mortgaged PropertyProject, an ALTA standard form title insurance policy Loan Policy (or, 1992 form) (or if such form is not available, an equivalent, equivalent form of or legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) endorsements), in an such amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property require, and insuring the priority of the Mortgage thereon applicable Security Instrument and that the Borrower or a Subsidiary Guarantor, as applicable, holds owns marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelProject, subject only to the encumbrances acceptable to Agent in its reasonable discretion Permitted Liens, and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit pending disbursements clause or endorsement and (b) such other applicable endorsements and affirmative insurance as the Agent in its reasonable discretion may reasonably require and is that are available in the State in which the Mortgaged Property such Project is located, including but not limited to including, without limitation (ia) a Form-9 or comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a revolver endorsement, (d) a Form 5.1 (PUD) endorsement, (e) an environmental protection lien endorsement, (f) a navigational servitude endorsement, (g) a same as survey endorsement, (h) a variable rate of interest endorsement, (i) a usury endorsement, (ivj) a doing business endorsement, (vk) an ALTA form Form 3.1 zoning endorsement, (vil) a “"tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property" or "aggregation" endorsement, (viim) “a "first loss” and “" endorsement, (n) a "last dollar” endorsements" endorsement, and (viiio) a utility location an access endorsement. The term "Title Policy" shall also include all construction loan update endorsements and Title Policy Endorsements thereto.

Title Policy. With respect (a) Seller and the Acquired Companies shall reasonably cooperate with Purchaser's efforts to each parcel cause the Title Company to issue either of Mortgaged Propertythe following at Purchaser’s election: (i) ALTA 2006 owner’s policy of title insurance, an ALTA standard form insuring the applicable Acquired Company’s fee simple title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) Owned Real Property in an amount reasonably determined by Purchaser, and substantially in the form of the pro forma title policy or marked up title commitment attached hereto as Exhibit A (the Agent “Pro Forma”), including a non-imputation endorsement and such other endorsements as Purchaser may reasonably require based upon request and that are reasonably obtainable from title companies in the fair market value State of Illinois (the “Title Policy”), or (ii) an endorsement to Seller’s Existing Title Policies to update the effective date, provide fairway and non-imputation coverage, and insure that title to the Owned Real Property is free from all Encumbrances other than the exclusions from coverage contained in such policies and the Permitted Title Exceptions (the “Title Endorsements”); provided, Purchaser represents that the Title Company has previously committed to issue the Title Policy in substantially the form of the applicable Mortgaged Property insuring Pro Forma and/or the priority of Title Endorsements, prior to the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parceldate hereof, subject only to payment of the encumbrances acceptable to Agent in its reasonable discretion premium therefor, and the actions required of Seller which shall not contain standard exceptions for mechanics liensare listed on Schedule 5.18(a) hereto. (b) If after the date hereof, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown any new matter is revealed by a surveytitle update or survey update that is not a Permitted Title Exception and that would reasonably be expected to materially and adversely affect the Owned Real Property and the Acquired Companies’ operation of the Casino & Hotel as then currently operated, then Purchaser shall not have the right to disapprove such new matter by written notice to Seller within seven (7) Business Days after such new matter is disclosed to Purchaser in writing. If Purchaser fails to notify Seller of its disapproval of any such new matter within such seven (7) Business Day period, then Purchaser shall be deemed to have approved such new matter and such new matter shall be deemed to be a Permitted Title Exception. If Purchaser timely disapproves such new matter, Seller shall remove such new exception from title at Closing or, subject to Purchaser’s approval, to obtain affirmative coverage over such new exception from Title Company, and Seller shall have the right to extend the Closing Date for such period as is reasonably required, but in no event later than the fifth (5th) Business Day prior to the Outside Date, to allow it to so remove or obtain affirmative coverage over such new exception. (c) At or before Closing, Seller shall either (i) cause any Monetary Liens to be released of record, or (ii) cause the Title Company to insure over such Monetary Liens (whether by payment, bond, indemnity, or otherwise), without any matter except additional cost to the extent Purchaser, provided that any such affirmative insurance is acceptable over any Monetary Lien shall be subject to Purchaser’s prior written approval, not to be unreasonably withheld. As used herein, “Monetary Liens” means Encumbrances on title for judgment liens against Seller, mortgage or deed of trust liens or mechanics’ liens and any other monetary liens encumbering title to the Agent Owned Real Property that arise out of a contract entered into by, or work performed on behalf of, Seller, but does not include Permitted Title Exceptions or any Encumbrance arising out of the acts or omissions of Purchaser or Persons acting by, through or under Purchaser. Seller may satisfy any Monetary Lien at Closing so long as Seller delivers to Purchaser a Payoff Letter pursuant to Section 2.6(d) at Closing with respect to such Monetary Lien in its reasonable discretionrecordable form sufficient to cause such Monetary Lien to be released of record, and together with the costs of recording or filing such instruments. Seller shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to pay all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsementcosts associated with so discharging or removing any Monetary Liens.

Title Policy. With respect In relation to each parcel of the Mortgaged PropertyProperty existing on the ------------ Closing Date, an ALTA (or state regulated form in Texas and other states where ALTA policies are not available) standard form mortgage policies of title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company in an aggregate amount not to exceed one hundred percent (with such reinsurance as 100%) of the Agent may reasonably requiremaximum committed amount of the Loans, any such reinsurance to be with direct access endorsements to and if acquired following the extent available under applicable law) Closing Date, in an amount as reasonably estimated by the Agent may reasonably require based upon Borrower to equal the fair market value sum of the applicable purchase price for such Mortgaged Property (including all diligence, acquisition and closing costs) and all additional Property Costs for the Project to be constructed thereon, insuring the priority of the Mortgage thereon of such Mortgaged Property, and that the Borrower or a Subsidiary Guarantorone of its Subsidiaries holds fee simple or leasehold title, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelMortgaged Property, subject only to the encumbrances acceptable to Agent in its reasonable discretion permitted by such Mortgage and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leasesrecorded or unrecorded leases) or matters which would be shown by a surveysurvey (except as may be permitted by such Mortgage), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable sole discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent in its reasonable discretion may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (ia) a comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a usury revolving credit endorsement, (ivd) a tie-in endorsement, (e) doing business endorsement, (vf) an first loss endorsement and (g) gap endorsement (or in Texas and any other state where ALTA form 3.1 zoning endorsementpolicies are not available, (vi) similar endorsements to the extent available). Any Title Policy for a “tie-in” endorsement relating to all Title Policies issued by such Project under construction may contain a "pending disbursements" or other similar limitation if the Title Insurance Company in respect issuing such Title Policy will not insure the priority of other Mortgaged Propertythe advances under a revolving credit endorsement; provided, (vii) “first loss” and “last dollar” endorsementsthat unless otherwise -------- ---- agreed by the Agent, and (viii) a utility location endorsementthe full premium for such Title Policy shall be paid upon the issuance thereof. The Borrower shall be entitled to enter into Mortgages for Properties earlier than required hereunder to enable the Borrower to provide the Agent with Title Policies under rate rules generally referred to as "simultaneous issuance rules."

Title Policy. With respect to Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each parcel of Mortgaged PropertyRejected Exception), an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable subject to the Agent) issued by a provisions of this Paragraph 8(a). Buyer shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance Requirements to be with direct access endorsements performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the extent available under applicable lawcontrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except (i) as expressly set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent may reasonably require based upon prior to Closing, in which case the fair market value Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the applicable Mortgaged Property insuring provisions set forth herein. In the priority event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of the Mortgage thereon this Paragraph 8(a)(v) due to Seller's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and that the Borrower or a Subsidiary Guarantor(II) Buyer is not in default under this Agreement, as applicable, holds marketable or indefeasible then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to Texas) fee simple title or a valid this agreement, the transaction described herein and subsisting leasehold interest the due diligence performed in connection herewith, not to such parcelexceed $150,000.00 in the aggregate. Upon Closing, subject only Buyer shall be deemed to have waived all objections to the encumbrances acceptable to Agent in its reasonable discretion items and which matters reflected on the Title Policy and each such item and matter shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would thereafter be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-inPermitted Exception” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsementunder this Agreement.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsementendorsement if available at a reasonable cost, (iv) a doing business endorsement, (v) if required by Agent to the extent Borrower has not otherwise delivered satisfactory evidence of compliance with zoning of the applicable Borrowing Base Property, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. Titled Agents. The Arrangers or any syndication or documentation agent. Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Two Hundred Thirty-Five Million and No/100 Dollars ($235,000,000.00), and is subject to increase as provided in §2.11.

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property Real Estate is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property (but in any event not to exceed 100% of fair market value) insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases approved by Agent) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) if required by Agent, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. Titled Agents. The Arranger, and any syndication agent or documentation agent.

Title Policy. With respect to each parcel of Mortgaged Property, an ALTA standard form A paid title insurance policy (oror policies), if in the amount of the Mortgage, in ALTA 2006 Loan Policy form (with New York endorsements) or other form approved by Administrative Agent (such form is approval not availableto be unreasonably withheld, an equivalentconditioned or delayed), legally promulgated form issued by the Title Insurer, which shall insure the Mortgage to be a valid lien on Borrower's Interest in the Premises free and clear of mortgagee title insurance policy reasonably acceptable all defects and encumbrances except those previously received and approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), and shall contain: • full coverage against mechanics' liens (filed and inchoate), • a reference to the Agent) issued survey but no survey exceptions except those theretofore approved by a Title Insurance Company Administrative Agent (with such reinsurance approval not to be unreasonably withheld, conditioned or delayed), • such affirmative insurance and endorsements as the Administrative Agent may reasonably require, and • a pending disbursements clause substantially in the form of Exhibit D attached hereto; and, if any such reinsurance policy is dated earlier than the date of the Initial Advance, a written continuation of or endorsement to such policy, in a form approved by Administrative Agent (such approval not to be with direct access endorsements unreasonably withheld, conditioned or delayed), conforming to the extent available under applicable law) requirements of said Exhibit D and setting forth no additional exceptions except those approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), and shall be accompanied by such co-insurance and/or reinsurance agreements between the Title Insurer and title companies approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), in an amount ALTA 1994 facultative form, as the Administrative Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement.require;

Title Policy. With respect to each parcel the SLS Las Vegas Mortgage, a policy of Mortgaged Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee or marked up title insurance commitment having the effect of a policy reasonably acceptable to of title insurance) insuring the Agent) issued by Lien of the SLS Las Vegas Mortgage as a Title Insurance Company (with such reinsurance as valid junior mortgage Lien on the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) Mortgaged Property and fixtures described therein in an amount as not less than the Agent may reasonably require based upon the fair market value aggregate amount of the applicable Mortgaged Property insuring Borrowings then outstanding under this Agreement, which policy (or such marked-up commitment) (the priority of “Title Policy”) shall (A) be issued by the Mortgage thereon and that Title Company, (B) include such reinsurance arrangements within the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible First American affiliated title companies (with respect to Texasprovisions for direct access) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which as shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown reasonably requested by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsementLender, (iiC) a variable rate of interest endorsementif relevant, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) contain a “tie-in” endorsement or “cluster” endorsement, if available under applicable law (i.e., policies which insure multiple mortgages against losses regardless of location or allocated value of the insured property up to a stated aggregated maximum coverage amount), (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to Lender) as shall be available in Nevada and as reasonably requested by Lender (including endorsements on matters relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertyusury, (vii) “first loss” and “, last dollar” endorsements, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, future advances, and so-called comprehensive coverage over covenants and restrictions and (viiiE) contain no exceptions to title other than Permitted Encumbrances and other exceptions reasonably acceptable to Lender (provided notwithstanding anything herein or in the Disbursement Agreement to the contrary, because construction commenced prior to the Closing Date, the Title Policy (and any update thereof or endorsement thereto) may include a utility location endorsement.general exception for mechanics’ or materialmen’s liens and such exception will be a Permitted Encumbrance);

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “"tie-in” " endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) “a "first loss” and “last dollar” endorsements" endorsement, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of the Mortgaged PropertyProperties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in US_ACTIVE\121755035\V-6 an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyProperties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement; provided, however, that with respect to a Mortgaged Property as to which Agent has not yet recorded the Mortgage, the “Title Policy” shall be an owner’s policy of title insurance, in a form satisfactory to the Agent, containing only exceptions satisfactory to the Agent, supplemented by a current “date down” or “nothing further” certificate (or if such endorsement or certificate is not available a current mortgagee’s title commitment in favor of the Agent) provided by an issuer satisfactory to the Agent, evidencing the state of title to the Mortgaged Property, as of a date not earlier than thirty (30) days prior to delivery thereof to the Agent or such later date as may be required by any other provision hereof (it being acknowledged that a Title Policy relating to a Mortgaged Property shall not be considered in full force and effect if such a current satisfactory supplement has not been delivered within a period of one year).

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement.

Title Policy. With respect to each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Collateral Property insuring the priority of the Mortgage thereon and that the a Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases and liens for taxes not yet due and payable) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain if available and customarily obtained by other commercial lenders in the State in which the Real Estate is located, (a) a revolving credit future advance endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Collateral Property, (vii) a “first loss” and “last dollar” endorsementsendorsement, and (viii) a utility location endorsement. Total Asset Value. The sum of (without duplication) (a) the aggregate Value of all of Borrower’s, Guarantor’s and their Subsidiaries’ Real Estate, plus (b) the aggregate Value of all Investments in preferred equity and real estate-related loans, held by Borrowers, Guarantor and their Subsidiaries, plus (c) the amount of any Unrestricted Cash and Cash Equivalents and Qualified Exchange Restricted Cash of such parties.

Title Policy. With respect to each parcel of Mortgaged PropertyProject, an ALTA standard form title insurance policy Loan Policy (or, 1992 form) (or if such form is not available, an equivalent, equivalent form of or legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) endorsements), in an such amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property require, and insuring the priority of the Mortgage thereon applicable Security Instrument and that the Borrower (or a Subsidiary Guarantor, as applicable, holds ) owns marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelProject, subject only to the encumbrances acceptable to Agent in its reasonable discretion Permitted Liens, and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit pending disbursements clause or endorsement and (b) such other applicable endorsements and affirmative insurance as the Agent in its reasonable discretion may reasonably require and is that are available in the State in which the Mortgaged Property such Project is located, including but not limited to including, without limitation (ia) a Form-9 or comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a revolver endorsement, (d) a Form 5.1 (PUD) endorsement, (e) an environmental protection lien endorsement, (f) a navigational servitude endorsement, (g) a same as survey endorsement, (h) a variable rate of interest endorsement, (i) a usury endorsement, (ivj) a doing business endorsement, (vk) an ALTA form Form 3.1 zoning endorsement, (vil) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertyor “aggregation” endorsement, (viim) a “first loss” and endorsement, (n) a “last dollar” endorsementsendorsement, (o) an access endorsement, and (viiip) a utility location separate tax parcel endorsement. The term “Title Policy” shall also include all construction loan update endorsements and Title Policy Endorsements thereto.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property (but in any event not to exceed 110% of fair market value) insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a surveysurvey (other than with respect to any Tier II Properties as to which the survey delivered in connection with the closing under this Agreement has not been updated), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) if required by Agent, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. With respect to each Borrowing Base Property as to which Agent does not receive a Mortgage, an ALTA standard form owner’s title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent insuring that the Subsidiary Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, and shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property (but in any event not to exceed 110% of fair market value) insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a surveysurvey (other than with respect to any Tier II Properties as to which the survey delivered in connection with the closing under this Agreement has not been updated), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) if required by Agent, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. With respect to each Borrowing Base Property as to which Agent does not receive a Mortgage, an ALTA standard form owner’s title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent insuring that the Subsidiary Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, and shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion. Titled Agents. The Arranger, and any syndication agent or documentation agent.

Title Policy. With respect to For each parcel of Mortgaged Collateral Property, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated equivalent form of mortgagee mortgage title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawagreements) in an amount equal to the Total Commitment in effect from time to time (or such lesser amount as the Agent may reasonably require approve based upon the fair market value greater of the applicable Mortgaged Appraised Value of Collateral Properties attributable to such Collateral Property and the Collateral Property Value attributable to such Collateral Property) insuring the priority of the Mortgage thereon Security Deed and Assignment of Leases and Rents relating to such Collateral Property, and insuring that the Borrower or a Subsidiary Guarantor, as applicable, holds good and clear record marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelCollateral Property, subject only to the encumbrances acceptable to Agent in its reasonable discretion permitted by the relevant Security Deed and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants under Leases listed on Schedule 7.23 with respect to the Initial Collateral Properties, if any, and other than as approved by the Agent with respect to New Collateral Properties, as tenants only under Leasesonly, with no purchase option or right of first refusal) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable sole discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent in its discretion may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (ia) a comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a usury endorsement, (ivd) a revolving credit endorsement, (e) doing business endorsement, (vf) an ALTA form 3.1 tie-in endorsement, (g) first loss endorsement, (h) date down endorsement, (i) zoning endorsement, (vij) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertysurvey endorsement, (viik) “first loss” and “last dollar” endorsementsaccess endorsement, (l) creditors’ rights exception deletion endorsement and (viiim) a utility location tax lot endorsement.

Title Policy. With respect to For each parcel of Mortgaged Property, Property an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a the Title Insurance Company (with such reinsurance or co-insurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawendorsements) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon Security Deed and Assignment of Leases and Rents and that the Borrower or a Subsidiary Guarantor, as applicable, Mortgagor holds good and clear record marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcelthe Mortgaged Property, subject only to the encumbrances permitted by the applicable Security Deed or otherwise acceptable to the Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under LeasesLeases listed on Schedule 6.22(1)) or matters which would be shown by a surveysurvey (other than matters approved by the Agent in its reasonable discretion), shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretionsole discretion (after consultation with the Lead Lenders), and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent in its reasonable discretion may reasonably require and is available in the State in which the Mortgaged Property is locatedrequire, including but not limited to (ia) a comprehensive endorsement, (iib) a variable rate of interest endorsement, (iiic) a usury endorsement, (ivd) a revolving credit endorsement, (e) doing business endorsement, (vf) an ALTA form 3.1 zoning endorsement, with parking, (vig) a “survey (same-as) endorsement (h) access endorsement, (i) tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Propertyendorsement, (viij) “first loss” and “last dollar” endorsementsloss endorsement, and (viiik) tax parcel endorsement, to the extent that such endorsements are available in the state where the applicable Mortgaged Property is located. Total Adjusted Assets. The sum of (i) the assets classified as cash or cash equivalents on the consolidated balance sheet of Borrower prepared in accordance with Generally Accepted Accounting Principles as of the end of the most recent fiscal quarter (including any restricted cash other than tenant deposits), plus (ii) the product of (a) EBITDA for the most recent two fiscal quarters, times (b) two, divided by (c) 0.0975. EBITDA used to compute Total Adjusted Assets will be computed on a utility location endorsementpro forma basis as though the assets reflected on the consolidated balance sheet of Borrower prepared in accordance with Generally Accepted Accounting Principles as of the end of the most recent fiscal quarter had been owned since the first day of the applicable period of two fiscal quarters and as though all assets disposed of prior to the date of such balance sheet had been disposed of prior to the first day of the applicable period of two fiscal quarters.

Title Policy. With respect The Issuer shall, or shall cause Elk Hills Power to each parcel provide to the Collateral Agent as soon as practicable following the Closing Date, and in any event within ninety (90) days of Mortgaged Propertythe Closing Date (which period may be extended with the consent of the Required Holders, in their sole discretion; provided that if the Issuer is using its, or is causing Elk Hills Power to use its, commercially reasonable efforts, such consent of the Required Holders shall not be unreasonably withheld, conditioned or delayed), an ALTA standard form American Land Title Association (“ALTA”) extended coverage loan title insurance policy (orin 2006 or later form) in respect of the interests of Elk Hills Power in and to the real property on which the Project is located, if together with such form is endorsements as are reasonably required by it (such policies and endorsements including all amendments thereto and substitutions or replacement therefor being hereinafter referred to collectively as the “Title Policy”), or the unconditional and irrevocable commitment of the Title Company (as defined below) to issue such extended coverage loan title policy, in an amount not availableless than $300,000,000, an equivalent, legally promulgated form of mortgagee issued by a title insurance policy company selected by Issuer and reasonably acceptable to the Agent) issued by a Purchasers as insurer of the Title Insurance Company Policy (with such reinsurance as the Agent may “Title Company”), in form and substance reasonably require, any such reinsurance to be with direct access endorsements satisfactory to the extent available under applicable law) Required Holders, and in an amount as favor of, the Collateral Agent may reasonably require based upon (for the fair market value benefit of the applicable Mortgaged Property Secured Parties), insuring that with respect to the priority of the Mortgage thereon Project that: (a) Elk Hills Power has good, valid leasehold and/or easement title in and that the Borrower or a Subsidiary Guarantorto, as applicable, holds marketable or indefeasible the right to control, occupy and/or use, the Project Properties (including all appurtenant easements thereto and related rights of way other than easements with respect to Texastransmission and gathering lines) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only comprising the Project as described in the applicable schedule to the Title Policy, free and clear of all Liens, encumbrances acceptable and other exceptions to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics lienstitle whatsoever, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and Permitted Liens and (b) such the Mortgage on the Project Properties (including all appurtenant easements thereto and related rights of way other endorsements than easements with respect to transmission and affirmative insurance as gathering lines) constitutes a valid, first priority Lien in favor of Collateral Agent for the Agent may reasonably require and is available benefit of the Secured Parties on the real property interests of Elk Hills Power in the State in which Project Properties (including all appurtenant easements thereto and related rights of way other than easements with respect to transmission and gathering lines) created by the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate lease or easement agreements between Elk Hills Power and fee owner of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged each Project Property, (vii) “first loss” free and “last dollar” endorsementsclear of all Liens, encumbrances and other exceptions to title whatsoever, other than Permitted Liens, together with evidence that all title insurance premiums and expenses, filing, recordation, subscription and inscription fees and all recording and other similar fees, and (viii) a utility location endorsementall recording, stamp and other similar Taxes and other expenses related to the issuance of the Title Policy and such filings, registrations and recordings contemplated by the Note Documents have been paid in full by or on behalf of Elk Hills Power.

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable lawApplicable Law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, Guarantor holds marketable or indefeasible (with respect to Texas) fee simple or leasehold (for the avoidance of doubt, leaseholds shall only be permitted with respect to Borrowing Base Properties) title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsementendorsement if available at a reasonable cost, (iv) a doing business endorsement, (v) if required by Agent to the extent Borrower has not otherwise delivered satisfactory evidence of compliance with zoning of the applicable Borrowing Base Property, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. Titled Agents. The Arrangers or any syndication or documentation agent.

Title Policy. With respect At Closing, the Title Company shall issue to each parcel of Mortgaged Property, Buyer or be irrevocably committed to issue to Buyer an extended coverage ALTA standard owner’s form title insurance policy or policies (orcollectively, if such form is not availablethe “Title Policy”), an equivalentin the amount of the Purchase Price, legally promulgated form of mortgagee insuring that fee simple (or leasehold, as applicable) title insurance policy reasonably acceptable to the Agent) issued by a Real Property is vested in Buyer subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Insurance Company (with provide such reinsurance endorsements to the Title Policy as the Agent Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request. Seller shall have no obligation to provide any such reinsurance affidavits, personal undertakings or title indemnities to be with direct access the Title Insurer respecting the issuance of the Title Policy or any endorsements to the extent available under applicable law) Title Policy; provided, that Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in an amount as the Agent may form and substance reasonably require based upon the fair market value of the applicable Mortgaged Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and Seller, which shall not contain will permit the Title Insurer to remove the standard exceptions for “mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged Property, (vii) “first losslien” and “last dollarGAP” endorsements, exceptions. Agreement of Sale and (viii) a utility location endorsement.Purchase

Title Policy. With respect to each parcel of Mortgaged Propertythe Borrowing Base Properties, an ALTA standard form title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of mortgagee title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under applicable law) in an amount as the Agent may reasonably require based upon the fair market value of the applicable Mortgaged Borrowing Base Property insuring the priority of the Mortgage thereon and that the Borrower or a Subsidiary Guarantor, as applicable, holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion, and shall contain (a) a revolving credit endorsement and (b) such other endorsements and affirmative insurance as the Agent may reasonably require and is available in the State in which the Mortgaged Borrowing Base Property is located, including but not limited to (i) a comprehensive endorsement, (ii) a variable rate of interest endorsement, (iii) a usury endorsement, (iv) a doing business endorsement, (v) if required by Agent, an ALTA form 3.1 zoning endorsement, (vi) a “tie-in” endorsement relating to all Title Policies issued by such Title Insurance Company in respect of other Mortgaged PropertyBorrowing Base Properties, (vii) “first loss” and “last dollar” endorsements, and (viii) a utility location endorsement. With respect to each Borrowing Base Property as to which Agent does not receive a Mortgage, an ALTA standard form owner’s title insurance policy (or, if such form is not available, an equivalent, legally promulgated form of owner’s title insurance policy reasonably acceptable to the Agent) issued by a Title Insurance Company (with such reinsurance as the Agent may reasonably require, any such reinsurance to be with direct access endorsements to the extent available under Applicable Law) in an amount approved by the Agent insuring that the Subsidiary Guarantor holds marketable or indefeasible (with respect to Texas) fee simple title or a valid and subsisting leasehold interest to such parcel, subject only to the encumbrances acceptable to Agent in its reasonable discretion and which shall not contain standard exceptions for mechanics liens, persons in occupancy (other than tenants as tenants only under Leases) or matters which would be shown by a survey, and shall not insure over any matter except to the extent that any such affirmative insurance is acceptable to the Agent in its reasonable discretion. Titled Agents. The Arranger, and any syndication agent or documentation agent.