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. 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 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 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 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 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 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 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 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 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 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 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 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 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, 8 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 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 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 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 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.

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 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 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 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 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 37 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 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 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 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 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 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 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 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 (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.