Common use of EVIDENCE OF TITLE; SURVEY; UCC SEARCHES Clause in Contracts

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered and, to the extent not made available to SCOLP already, upon receipt will deliver to SCOLP commitments (collectively, the "Commitments" and, individually, a “Commitment”) for ALTA Form Owner's Policies of Title Insurance for each of the Projects, from the Title Company, along with copies of all instruments described in Schedule B of each Commitment (collectively, the “Exception Documents”), in the amount of the Purchase Price allocated to each Project. It shall be a condition to Closing that the Title Company is prepared and committed (subject only to the consummation of the Closing and the payment of the applicable premiums) to issue for each Project the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretion), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner as the owner of fee simple title to such Project, subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus Agreement, and such exceptions and other matters that do not render title to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for the issuance of the Required Title Policies, including (without limitation), the execution and delivery at Closing of customary affidavits and undertakings as may be required by the Title Company. The cost of the Required Title Policies shall be allocated between Contributors and SCOLP in accordance with the customary allocation of premiums for owners’ title insurance policies in commercial real estate purchase and sale transactions in the state where each Project is located, with Contributors bearing the premiums customarily borne by sellers and SCOLP bearing the premiums customarily borne by purchasers. SCOLP shall be responsible for the costs of any endorsements to the Required Title Policies that are requested by SCOLP.

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered and, to the extent not made available to SCOLP already, upon receipt will deliver to SCOLP commitments (collectively, the "Commitments" and, individually, a “Commitment”) for ALTA Form Owner's Policies of Title Insurance for each of the ProjectsProjects (other than GC Oak Creek), from the Title Company, along with copies of all instruments described in Schedule B of each Commitment (collectively, the “Exception Documents”), in the amount of the Purchase Price allocated to each Project. It shall be a condition to Closing that the Title Company is prepared and committed (subject only to the consummation of the Closing and the payment of the applicable premiums) to issue for each Project the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretion), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner as the owner of fee simple title to such Project, subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus Agreement, and such exceptions and other matters that do not render title to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for the issuance of the Required Title Policies, including (without limitation), the execution and delivery at Closing of customary affidavits and undertakings as may be required by the Title Company. The cost of the Required Title Policies shall be allocated between Contributors and SCOLP in accordance with the customary allocation of premiums for owners’ title insurance policies in commercial real estate purchase and sale transactions in the state where each Project is located, with Contributors bearing the premiums customarily borne by sellers and SCOLP bearing the premiums customarily borne by purchasers. SCOLP shall be responsible for the costs of any endorsements to the Required Title Policies that are requested by SCOLP.

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered andWithin seven (7) days after the date first set forth above, to the extent not made available to Assignor shall furnish SCOLP already, upon receipt will deliver to SCOLP commitments with a commitment (collectively, the "Commitments" and, individually, a “Commitment”") for ALTA Form Owner's Policies of Title Insurance for each of the ProjectsProject, from issued by the Title Company, along with copies of all instruments described in Schedule B of each Commitment (collectively, the “Exception Documents”), in the aggregate amount of the Purchase Price allocated Price. At Closing, the Assignor shall cause to each Project. It shall be a condition provided to Closing that SCOLP, at the Title Company is prepared Assignor’s sole cost and committed (subject only expense, an owner’s policy of title insurance issued pursuant to the consummation of Commitment, insuring the Closing and interest in the payment of Project without the applicable premiums) "standard exceptions" (provided SCOLP obtains a survey sufficient to issue for each Project remove the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretionso-called survey exceptions), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner as the owner of fee simple title to such Project, but subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus AgreementExceptions. SCOLP, at its cost and expense, may request such exceptions and other matters that do not render title endorsements to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for policies which it desires, the issuance of which shall be subject to the Required Title Policies, including (without limitation), the execution and delivery at Closing discretion of customary affidavits and undertakings as may be required by the Title Company. The cost of the Required Title Policies standard coverage of the title insurance policy shall be allocated between Contributors and SCOLP in accordance with the customary allocation of premiums for owners’ title insurance policies in commercial real estate purchase and sale transactions in the state where each Project is located, with Contributors bearing the premiums customarily borne by sellers Assignor. The premium, if any, for extended coverage and SCOLP bearing endorsements approved by the premiums customarily Title Company shall be borne by purchasersSCOLP. Assignor shall reasonably cooperate with SCOLP and the Title Company in order to obtain extended coverage and any endorsements desired by SCOLP, but SCOLP shall be responsible obligated for the costs satisfaction of any endorsements to conditions precedent thereto required by the Required Title Policies that are requested by SCOLPCompany.

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered and, to Within ten (10) days after the extent not made available to SCOLP already, upon receipt will deliver to SCOLP commitments (collectivelydate hereof, the Owner shall furnish SCOLP with a commitment (the "Commitments" and, individually, a “Commitment”") for an ALTA Form Owner's Policies Policy of Title Insurance, issued by First American Title Insurance for each of Company (the Projects, from the "Title Company"), along with copies of all instruments described in Schedule B of each the Commitment (collectively, the “Exception Documents”), in the amount set forth on the Summary of Terms. At Closing, the Owner shall cause to be provided to SCOLP, an owner’s policy of title insurance issued pursuant to the Commitment, insuring the Owner’s interest in the Land without the "standard exceptions", containing such endorsements authorized in the State of Florida as SCOLP may reasonably require including such endorsements as shall provide for assignment of the Purchase Price allocated to each Project. It shall be a condition to Closing that the Title Company is prepared and committed (subject only to the consummation proceeds of the Closing owner’s policy to SCOLP and the payment shall eliminate any defenses to claims which might arise as a result of the applicable premiums) to issue for each Project knowledge of any defect in title by the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretion), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner as the owner of fee simple title to such Project, subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus Agreement, and such exceptions and other matters that do not render title to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for the issuance of the Required Title Policies, including (without limitation), the execution and delivery at Closing of customary affidavits and undertakings as may be required by Holding Company or the Title CompanyContributor. The cost of the Required Title Policies title insurance policy shall be allocated between Contributors borne by the parties as set forth in the Summary of Terms. 4.2 Within ten (10) days after the date hereof, the Owner shall furnish SCOLP with a copy of the most recent ALTA "as built" survey (the "Survey") of the Land prepared by a licensed surveyor or engineer, and SCOLP in accordance shall, if it so elects, obtain an update to the Survey and have the same certified to Owner, SCOLP, the Title Company, and any other parties designated by SCOLP. Any update to the Survey obtained by SCOLP shall show the legal description of the Land, the total acreage of each parcel comprising the Land, all structures and improvements located thereon (other than manufactured homes and related structures not owned by Owner), all boundaries, courses and dimensions, set‑back lines, easements and rights of way (including any recording references), the location of all highways, streets and roads upon or adjacent to the Land, and the location of all utility lines and connections with such utility lines if located overhead and if located underground to be located to the customary allocation extent possible and with reliance upon such records as may be appropriate. The update to the Survey shall be sufficient for removal of premiums for owners’ the standard survey exception(s) from the policy of title insurance policies to be issued pursuant to the Commitment and shall not reveal any of the following: (i) encroachments on the Land or any portion thereof from any adjacent property, (ii) the encroachment of any Improvements on any adjacent property, or (iii) any violation by any portion of the Improvements of any recorded building lines, setback requirements, restrictive covenants or easements affecting the Project. If the foregoing are present, they shall be treated as title defects. The cost of the update to the Survey shall be borne by the parties as set forth in commercial real estate purchase Section 19. 4 4.3 SCOLP shall obtain Uniform Commercial Code financing statement searches and sale transactions tax lien searches both from the county in the state State of Florida where each Project the Land is located, with Contributors bearing and the premiums customarily state of organization of each of the Xxxxxx Entities and any of the constituent entities holding an interest in the Xxxxxx Entities and the constituent entities holding interests in the entities holding an interest in the Xxxxxx Entities showing no security interests, pledges, liens, claims or encumbrances in or affecting the Project, the Membership Interests, or the membership interests in or owned by any of such constituent entities except for the Existing Mortgage and except for security interests of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Owner and/or Contributor have a right to, and do, remove at Closing. The cost of the UCC searches shall be borne by sellers and SCOLP bearing the premiums customarily borne by purchasersSCOLP. SCOLP shall be responsible for the costs of any endorsements to the Required Title Policies that are requested by SCOLP5.

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered and, to the extent not made available to SCOLP already, upon receipt will deliver to SCOLP commitments (collectively, the "Commitments" and, individually, a “Commitment”) for ALTA Form Owner's Policies of Title Insurance for each of the Projects, from the Title Company, along with copies of all instruments described in Schedule B of each Commitment (collectively, the “Exception Documents”), in the amount of the Purchase Price allocated to each Project. It shall be a condition to Closing that the Title Company is prepared and committed (subject only to the consummation of the Closing and the payment of the applicable premiums) to issue for each Project the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretion), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner (or, as to the Maple Brook Project, insures the Illinois land trust presently owning fee simple title to the Maple Brook Project) as the owner of fee simple title to such Project, subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus Agreement, and such exceptions and other matters that do not render title to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for the issuance of the Required Title Policies, including (without limitation), the execution and delivery at Closing of customary affidavits and undertakings as may be required by the Title Company. The cost of the Required Title Policies shall be allocated between Contributors the Holding Companies and SCOLP in accordance with the customary allocation of premiums for owners’ title insurance policies in commercial real estate purchase and sale transactions in the state where each Project is located, with Contributors the Holding Companies bearing the premiums customarily borne by sellers and SCOLP bearing the premiums customarily borne by purchasers. SCOLP shall be responsible for the costs of any endorsements to the Required Title Policies that are requested by SCOLP.

EVIDENCE OF TITLE; SURVEY; UCC SEARCHES. 4.1 Contributor has ordered and, to the extent not made available to SCOLP already, upon receipt will deliver to SCOLP commitments (collectively, the "Commitments" and, individually, a “Commitment”) for ALTA Form Owner's Policies of Title Insurance for each of the Projects, from the Title Company, along with copies of all instruments described in Schedule B of each Commitment (collectively, the “Exception Documents”), in the amount of the Purchase Price allocated to each Project. It shall be a condition to Closing that the Title Company is prepared and committed (subject only to the consummation of the Closing and the payment of the applicable premiums) to issue for each Project the Title Company’s ALTA Form (or other form applicable to the state in which the applicable Project is located) Owner’s Policy of Title Insurance (or an endorsement to the applicable Property Owner’s existing owner’s title insurance policies, as elected by SCOLP in its sole discretion), dated as of the Closing Date and providing coverage in the amount of the Purchase Price allocated to such Project, which insures the applicable Property Owner as the owner of fee simple title to such Project, subject only to the Permitted Exceptions approved by SCOLP pursuant to Omnibus Agreement, and such exceptions and other matters that do not render title to the Project unmarketable (the “Required Title Policies”). The parties will cooperate reasonably and in good faith to satisfy the requirements and conditions of the Title Company for the issuance of the Required Title Policies, including (without limitation), the execution and delivery at Closing of customary affidavits and undertakings as may be required by the Title Company. The cost of the Required Title Policies shall be allocated between Contributors the Holding Companies and SCOLP in accordance with the customary allocation of premiums for owners’ title insurance policies in commercial real estate purchase and sale transactions in the state where each Project is located, with Contributors the Holding Companies bearing the premiums customarily borne by sellers and SCOLP bearing the premiums customarily borne by purchasers. SCOLP shall be responsible for the costs of any endorsements to the Required Title Policies that are requested by SCOLP.