Common use of Title Commitments Clause in Contracts

Title Commitments. (a) BP Products has caused the Title Company to prepare and issue title commitments with respect to the Refinery Owned Real Property and the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitments”). Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of title to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitments shall be provided by the Title Company or BP Products through the electronic data rooms maintained by Sellers (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused the Title Company to issue title commitments with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth the Title Company’s report of the state of title to the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”). (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. Prior to the Closing, Alon may in its sole discretion obtain a title commitment (athe “Title Commitment”) BP Products has caused for one or more ALTA title insurance policies (the "Title Company Policies”) to prepare be issued by a title company selected by Alon (the “Title Company”) and issue title commitments a survey (the “Survey”) with respect to the Refinery each parcel of Owned Real Property and the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitments”)Property. Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of Commitment shall list as exceptions all matters that may affect title to such Owned Real Property, including, without limitation, all easements, covenants, restrictions, Liens, encumbrances, tenancies and other exceptions to title affecting title to the applicable real property fee or leasehold interestparcel of Real Property (collectively, together the “Exceptions”) and shall include copies of all instruments creating such Exceptions. Alon may following its review of any Title Commitment and no more than ten days after receipt of the Title Commitment, provide the Acquired Companies with all exceptions or conditions written notice of objection to such title any Exceptions (other than the Permitted Liens, except Permitted Liens which are unrecorded Liens) that it claims constitutes a title or survey defect that first occurred during the period such Owned Real Property was owned by the Acquired Companies, or if a shorter period, during the period the applicable Acquired Company was owned, directly or indirectly, by the Sellers (the “Title Objections”). The Acquired Companies shall use commercially reasonable efforts to cure or remove such Title Objections to Alon’s reasonable satisfaction prior to Closing; provided however, so long as the Acquired Companies have used commercially reasonable efforts to cure or remove such Title Objections, the cure or removal of record or otherwise known such Title Objections shall not be a condition of Alon to close the transactions contemplated hereby. Sellers and the Acquired Companies agree to reasonably cooperate with Alon in executing any documents reasonably requested by the Title CompanyCompany which may be necessary to issue the Title Policies, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitments shall be provided providing any affidavit reasonably requested by the Title Company or BP Products through Alon to evidence the electronic data rooms maintained by Sellers (payment or satisfaction of any Liens, to evidence the “Data Room”) payment of any Taxes affecting the Owned Real Property, or through SureClose electronic access maintained by to evidence the satisfaction of any other matter which Alon may be required to establish in order to obtain the Title Company and Policies or any endorsement thereto (other than in each case, Permitted Liens, except Permitted Liens which are unrecorded Liens, if satisfied). Alon shall include pay the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused premium for the Title Company Policies, fees for title searches and costs of any endorsements or deletions to issue title commitments the Title Policies. In addition, Alon shall pay for the costs of Surveys, if any, that Alon elects to obtain with respect to the Terminals Owned Real Property (together with or any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth the Title Company’s report of the state of title to the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)portion thereof. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. Within thirty (a30) BP Products has caused days after the Title Company to prepare and issue date of this Agreement, Seller, at its sole expense, shall provide owner’s preliminary title commitments with respect for the Real Property dated subsequent to the Refinery Owned Real Property and the Cogen Company Leased Real Property date hereof (together with any updates thereto, the “Refinery Title Commitments”). Each Said reports shall be issued by a title insurer approved by Buyer in a form reasonably acceptable to Buyer, and shall contain the commitment of the Refinery Title Commitments sets forth the Title Companysuch title company to issue land owner’s report of the state of title insurance policies insuring Buyer’s title to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known Real Property as good and marketable in the amounts equal to the Title CompanyBook Value of the Real Properties, including all Encumbrancessubject only to the following (collectively, the “Permitted Exceptions”): (a) liens for property taxes that are not delinquent nor subject to penalty; (b) conditions and restrictions of record, provided that the same do not unreasonably interfere with Buyer’s proposed use of the Real Property and do not contain a reverter or right of reentry; and (c) public and utility easements and roads and highways of record, if any, affecting provided that the applicable real property interestssame are not violated by the improvements on the Real Property or the use thereof. If the Title Commitments delivered pursuant to this Section 5.9 disclose title exceptions other than Permitted Exceptions (“Unpermitted Exceptions”), which may appear Buyer shall notify Seller of objections to any Unpermitted Exceptions shown on the Title Commitments in a Title Policy, if issued. The copies writing within ten (10) Business Days of receipt of all of the underlying Title Commitments, so-called “Schedule B” documents evidencing or creating the exceptions and conditions set forth referenced in the Refinery Title Commitments shall be provided by and the Title Company or BP Products through the electronic data rooms maintained by Sellers Surveys (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused the Title Company to issue title commitments with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title CommitmentsObjection Notice”), which Terminals Title Commitments set forth otherwise all such Unpermitted Exceptions reflected therein shall be deemed “Permitted Exceptions.” Seller shall then have twenty (20) days from the Title Company’s report date of receipt of the state Objection Notice (and the parties shall postpone the Closing Date, if necessary to enable Seller to undertake such activities) to have such Unpermitted Exceptions cleared, or to have the title insurer commit or insure against loss or damage that may be occasioned by such Unpermitted Exceptions by an endorsement in form and substance reasonably satisfactory to Buyer. Seller also shall execute and deliver to Buyer at the time of title to the applicable real property fee, together with all exceptions or conditions to Closing such title which are of record or otherwise known to the Title Company, including all Encumbrancesaffidavits and other instruments, if any, affecting as the applicable real property interests, which title insurance company issuing the Title Commitments may appear reasonably require to delete the standard exceptions appearing as “Schedule B” items in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)standard ALTA owners title insurance policy. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. FLIP has heretofore caused (aat its sole cost and expense) BP Products has caused TitleServNY as agent for ▇▇▇▇▇▇▇ Title Guaranty Company (the "Title Company Company") to prepare and issue title commitments with respect to the Refinery Owned Real Property and Company an owner's title insurance commitment for each of the Cogen Company Leased Real Property FLIP Properties (together with any updates thereto, the “Refinery "Title Commitments”"). Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of The title insurance policy to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitments shall be provided issued at Closing by the Title Company or BP Products through pursuant to the electronic data rooms maintained by Sellers Title Commitment (the “Data Room”"Title Policy") shall be an ALTA Form B (1987 or through SureClose electronic later) owner's policy with respect to each FLIP Property. Each Title Commitment shall reflect the full amount of the Allocated Amount for each FLIP Property, show fee simple title or leasehold, as applicable, to the FLIP Properties vested in FLIP or a subsidiary of FLIP (the "FLIP Subsidiary"), together with legible and complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitments. It shall be a condition precedent to the obligations of the Company to effect the Merger that the Title Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and shall further include an owner's comprehensive endorsement (or the equivalent by way of affirmative insurance); an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate; an access maintained endorsement; a contiguity endorsement, if applicable; a subdivision or plat act endorsement; a survey "land same as" endorsement; a zoning 3.1 endorsement (amended to include parking); a creditors' rights endorsement; an endorsement indicating that the FLIP Properties are not within any special benefit district for any entity that has been created and that will assess any one or more of the FLIP Properties, but no assessments from such entity currently appear of record; and any other endorsements reasonably requested by the Company and reasonably approved by FLIP including non-imputation and "Fairway" endorsements. As a condition precedent to the obligations of the Company to effect the Merger, each Title Commitment shall be marked for later-dating to cover the Closing, and the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused deliver the Title Policies (or "marked-up" title commitments) to the Company concurrently with the Closing. Should an update to issue any Title Commitment after the date hereof indicate matters that do or would materially adversely affect the value or marketability of title commitments to any FLIP Property, or other matters which do or would materially adversely affect the Company's use, operation or financing of any FLIP Property, such matters shall be considered Defects and the cure provisions set forth in Section 5.4 shall apply; provided that a Defects Notice is timely delivered with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth the Title Company’s report of the state of title to the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)Defects. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. Between the date of this Agreement and the Closing Date, if required by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer to obtain a commitment for an ALTA Owner's Title Insurance Policy 2006 Form B (aor other form of policy reasonably acceptable to Buyer and Seller) BP Products has caused for each Owned Real Property, issued by a title insurance company reasonably satisfactory to Buyer (the "Title Company"), together with photocopies of all recorded items described as exceptions therein (the "Title Commitments"), committing to insure fee simple title in Buyer to each parcel of Owned Real Property (collectively, the "Commitment Properties"), subject only to Permitted Liens; provided that neither Seller nor the Company shall be required to incur any cost, expense or liability in connection with such cooperation. The Company shall use its commercially reasonable efforts to assist Buyer in obtaining the Title Commitments, Title Policies and Surveys within the time periods set forth herein, including, without limitation, removing from title any liens or encumbrances which are not Permitted Liens. Not later than the Closing, the Title Company shall have issued policies of title insurance with respect to each of the Commitment Properties in accordance with the Title Commitments, insuring the Company's fee simple title to each Owned Real Property (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, subject only to Permitted Liens, in such amounts as Buyer reasonably determines to be the value of the Real Property insured thereunder (the "Title Policies"). If Buyer notifies the Company within 60 days after the date of this Agreement of (1) any Lien (other than a Permitted Lien) or (2) other matter that prevents legal access to any Commitment Property, that in any such case would reasonably be expected to result in a Material Adverse Effect (each, a "Title Defect"), the Company will exercise commercially reasonable efforts to, at Seller's election, remove such Title Defect, or cause the Title Company to prepare commit to insure over each such Title Defect prior to the Closing. Each Party will deliver such reasonable affidavits and other customary closing documents as are reasonably required by the Title Company in order to issue title commitments Title Policies or to delete or insure over any Title Defects; provided, however, it shall be reasonable for Seller and/or the Company to refuse to execute and deliver (i) non-standard certifications and other forms requested by the Title Company and/or Buyer; and/or (ii) any instrument or affidavit to the extent such instrument or affidavit would expand the representations and warranties of the Company in Section 3.07 hereof or Seller's obligations, if any, to indemnify the Buyer Indemnified Parties for a breach of such representations or warranties pursuant to this Agreement, and any exceptions resulting therefrom in the Title Commitments shall not constitute or be deemed a failure by Seller nor the Company to satisfy their obligations under this Section 6.03 with respect to the Refinery Owned Real Property and deliverable condition of the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitments”). Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of title to the applicable real property fee or leasehold interestBuyer shall pay all fees, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions costs and conditions set forth in the Refinery Title Commitments shall be provided by the Title Company or BP Products through the electronic data rooms maintained by Sellers (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused the Title Company to issue title commitments expenses with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth and Title Policies; provided, however, Seller shall be solely responsible for all fees, costs and expenses associated with the cure of, or Title Company’s report of the state of title 's insurance over, any Title Defect (which amounts, for further clarity, shall be included in Transaction Indebtedness to the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known extent not paid prior to the Title Company, including all Encumbrances, if any, affecting Closing). Notwithstanding anything to the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions contrary set forth in this Section 6.03(a), solely with respect to the Terminals Title Commitments property listed on Disclosure Schedule Section 3.07(a-1) and located in ▇▇▇▇▇ County, Illinois¸ if prior to the Closing Buyer becomes aware of any Lien on such property (including a Permitted Lien) that is not acceptable to Buyer, determined in its sole discretion, then Buyer may elect (by delivering written notice to the Company prior to the Closing) to cause the Company to sell, assign, transfer, convey and deliver all right, title and interest in and to such property to Seller or another third party (determined in the Company's sole discretion) prior to the Closing such that the property is effectively "excluded" from the transactions contemplated by this Agreement, in which case Seller shall be provided responsible for all costs, expenses, Taxes, claims or other charges related thereto; provided, that the exclusion of such property from the transactions contemplated by this Agreement pursuant to this sentence shall not result in any adjustment to the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)Purchase Price. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. (ai) BP Products has caused The Selling Parties shall provide to the Vistana Entities at Closing one or more commitments to issue ALTA (Form B) Owners' Title Insurance Policies, or endorsements to existing title commitments dating such commitments not more than ten (10) days prior to the Closing Date (collectively, the "Title Commitments"), issued by such title companies as have provided title insurance previously to the Subject Entities or to any consumer purchasers of timeshare interests from the Subject Entities (collectively, the "Title Company"), dated not earlier than the Closing Date, committing to insure that good, marketable and indefeasible fee simple title to the Dwelling Units is vested in the applicable Subject Entities, and otherwise in the form set forth in this Section 4.12. (ii) The Title Commitments shall contain the commitment of the Title Company to prepare and issue title commitments with respect to the Refinery Owned Real Property and the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitments”). Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of title to the applicable real property fee or leasehold interest, together with provide extended coverage over all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the standard exceptions and conditions set forth in shall be subject to only the Refinery Permitted Title Exceptions and exceptions as to taxes for the current and subsequent years not yet due and payable. (iii) The Title Commitments shall be provided also contain the commitment of the Title Company to issue, for the standard premium charged by the Title Company therefor, such endorsements as Vistana may reasonably require in connection with its review of the Title Commitments which shall include, as to each Resort, (A) an ALTA 3.1 Zoning endorsement, with affirmative coverage with respect to parking, (B) a restrictions endorsement insuring that each Resort is in compliance with the provisions of all recorded instruments affecting such Resort and that no future violations of such instruments will result in a right of re-entry or BP Products through result in a forfeiture or reversion of title, (C) an access endorsement insuring that each Resort contains access to dedicated public rights-of- way, and (D) a condominium endorsement insuring that all parcels which are subject to a condominium act are properly subdivided and legally created parcels and in compliance with all requirements of the electronic data rooms maintained by Sellers applicable condominium act. (iv) The Selling Parties hereby agree to cooperate fully with Vistana to assist Vistana in obtaining the “Data Room”) or through SureClose electronic access maintained Title Commitments and in that regard, shall execute such affidavits, statements and undertakings as shall be requested by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”)Company. (bv) BP Products has caused The Selling Parties shall, within 15 days after the date hereof, cause the Title Company to issue title commitments with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth the Title Company’s report of the state of examine title to the applicable real property feeDwelling Units and issue preliminary title commitments (the "Preliminary Title Commitments"), together with legible copies of all exceptions to title referenced therein, which shall be updated so as to comprise the Title Commitments at Closing. Within 10 days of Vistana's receipt of the Preliminary Title Commitments, Vistana shall furnish to the Selling Parties written notice of any exceptions to title that are not Permitted Title Exceptions. The Selling Parties shall thereafter have 10 days to (y) cure any exceptions to title that are not Permitted Title Exceptions (or conditions to notify Vistana that such exceptions shall be cured prior to the Closing Date), either by the removal of such exceptions or by the procurement of commitments to issue title insurance endorsements providing coverage against loss or damage as a result of such exceptions in form acceptable to Vistana, or (z) notify Vistana in writing of any such exceptions which cannot be cured. If the Selling Parties shall notify Vistana that they are unable to cure any such exception, and such exception (a) is not of a definite or ascertainable amount which can be credited to Vistana at Closing, and (b) would have a material adverse effect of the ability of the Subject Entities or Subject Subsidiaries to continue to convey Timeshare Interests at any Resort to consumers in the ordinary course of business, then Vistana may terminate this Agreement upon written notice to the Selling Parties, in which event this Agreement shall become null and void and neither party shall have any further rights against the other. If this Agreement is not thus terminated by Vistana, then (x) Vistana shall be deemed to have waived any objections to such title which exceptions, (y) such title exceptions shall become Permitted Title Exceptions and (z) in the event that such title exceptions are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policydefinite or ascertainable amount, if issued. The copies of at Closing the underlying documents evidencing or creating Vistana Entities shall receive a credit for such amount against the exceptions cash consideration payable at Closing pursuant to Section 1.1 and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)Section 1.3 hereof. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. (a) BP Products MPC and SSA has caused the Title Company to prepare and issue (i) a current title commitments commitment with respect to the Refinery Owned Real Property and the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitment”) and (ii) current title commitments with respect to each Marketing Site (collectively, together with any updates thereto, the “Marketing Title Commitments”). Each of the Refinery Title Commitment and the Marketing Title Commitments sets shall set forth the Title Company’s report of the state of title to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbranceseasements, if anyrestrictions, rights-of-way, covenants, reservations and all other encumbrances affecting the applicable real property interests, which may appear in a the Refinery Title Policy or the applicable Marketing Title Policy, as applicable, if issued. The copies Each of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitment and the Marketing Title Commitments when issued shall be provided accompanied by the Title Company or BP Products through the electronic data rooms maintained by Sellers (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused . The Refinery Title Commitment shall contain the express commitment of the Title Company to issue title commitments with respect to the Terminals Owned Real Property (together with any updates theretoRefinery Title Policy, and the “Terminals Title Commitments”), which Terminals Marketing Title Commitments set forth shall each contain the express commitment of the Title Company’s report of the state of title Company to issue the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Marketing Title Company, Policy (including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a corresponding Sale-Leaseback Leasehold Title Policy, if issued. The copies applicable), in each case in a minimum amount as set forth on Section 7.10(a) of the underlying documents evidencing Disclosure Schedules, subject to customary conditions of Title Company in issuing such Title Policies, and also subject to any modifications or creating changes to any Survey, Refinery Title Commitment or Marketing Title Commitment made in accordance with this Formation Agreement. Notwithstanding anything to the exceptions and conditions contrary herein or in Appendix D, NTI may elect to obtain any Refinery Title Policy or any Marketing Title Policy, including any Sale-Leaseback Leasehold Title Policy, in an amount greater than the applicable amount set forth on Section 7.10(a) of the Disclosure Schedules; provided, however, that NTI shall pay the increased cost for any incremental title premiums incurred in excess of the premiums that would have been paid if NTI obtained Title Policies (including endorsements) in the Terminals Title Commitments shall be provided by amounts set forth on Section 7.10(a) of the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”)Disclosure Schedules. (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.