Common use of Title Updates Clause in Contracts

Title Updates. If exceptions to title first appear on any update or continuation of the title, Recipient shall notify Contributor thereof (“Title Objection”). Contributor shall be entitled to reasonable adjournments of the Closing (not to exceed 180 days) in order to remedy any such Title Objections. If Recipient does give such notice, Contributor shall have five (5) business days after receipt thereof to notify Recipient that Contributor (a) will cause or (b) elects not to cause, any or all Title Objections to be removed or, if Recipient approves in its sole discretion exercised in good faith, insured over by the Title Company. Contributor’s failure to notify Recipient within such five (5) business day period as to any Title Objection shall be deemed an election by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have the Title Company insure over any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of such notice, either to (i) terminate this Agreement due to such Title Objections, in which event Contributor shall be to pay to Recipient the cost paid by Recipient for a title search and survey update, survey, Phase I Reports and any property condition report, and neither party shall thereafter have any further rights or obligations under this Agreement, except for those rights or obligations that expressly survive or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Consideration on account of such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, Contributor shall be required to remove of record the following liens: (A) any mortgage on the Land or the Improvements given by Contributor; (B) any lien voluntarily created by Contributor after the date of this Agreement; and (C) any other lien in a liquidated amount, such as mechanics liens, judgments or tax liens caused by Contributor.

Title Updates. If exceptions Purchaser may from time to title first appear on time cause the Title Documents to be updated and shall deliver copies of each such update to Seller promptly following receipt. Purchaser shall have the right to object to any update matter(s) disclosed or continuation contained in any such updates that are not caused by Purchaser and that adversely affect the development, construction, use, efficiency, marketability, or value of the titleResidential Parcel or the Project or any portion thereof within ten (10) Business Days after receipt of any such update (each, Recipient shall notify Contributor thereof (a “Title Objection”). Contributor shall be entitled If Purchaser has given Seller written notice of any Title Objection, then Seller may, in Seller’s sole discretion, give Purchaser notice of those Title Objections which Seller is willing to reasonable adjournments of the Closing (not endeavor to exceed 180 days) in order to remedy any such Title Objections. If Recipient does give such noticecure, Contributor if any; provided, however, that Seller shall have five (5) business days after receipt thereof no obligation whatsoever to notify Recipient that Contributor (a) will cause expend or (b) elects not agree to causeexpend any funds, to undertake or agree to undertake any obligations or all Title Objections otherwise to be removed or, if Recipient approves in its sole discretion exercised in good faith, insured over by the Title Company. Contributor’s failure cure or agree to notify Recipient within such five (5) business day period as to cure any Title Objection shall be deemed an election by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have the Title Company insure over any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of such notice, either except with respect to (i) terminate liens secured by mortgages securing loans made to Seller and any security documents recorded in connection therewith, (ii) judgment liens against Seller and (iii) matters created by Seller on or after the Effective Date (collectively, “Mandatory Cure Items”) which Seller agrees to have removed (or insured or bonded over to the Purchaser’s reasonable satisfaction) on or before the Closing Date. The City has no obligation to cure any liens, encumbrances or matters arising or created by Existing Marina Lessee or any Existing Sublessee or any of their respective predecessors in interest, none of which are or shall be deemed to be Mandatory Cure Items. If Purchaser does not timely deliver notice of any Title Objection based on such update, all new exceptions shown in such update shall be conclusively deemed approved by Purchaser and shall be Permitted Exceptions hereunder. At either party’s option, the date of Closing may be extended for a period not to exceed sixty (60) days for purposes of curing any Title Objection(s). In the event that Seller is unable to eliminate any Title Objection(s) as of the date of Closing, as the same may be extended under the preceding sentence, Purchaser shall have the option of either: (i) waiving such Title Objection(s) and proceeding to Closing without any adjustment in the Purchase Price except for the amount of any Mandatory Cure Items or (ii) terminating this Agreement due to such Title Objections, in which event Contributor the Purchaser shall immediately receive a return of its Deposit, whereupon both parties shall be to pay to Recipient the cost paid by Recipient for a title search and survey update, survey, Phase I Reports and any property condition report, and neither party shall thereafter have any released from all further rights or obligations under this Agreement, except for those rights or obligations that expressly survive or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Consideration on account of such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, Contributor shall be required to remove of record the following liens: (A) any mortgage on the Land or the Improvements given by Contributor; (B) any lien voluntarily created by Contributor after the date of this Agreement; and (C) any other lien in a liquidated amount, such as mechanics liens, judgments or tax liens caused by Contributor.

Title Updates. If exceptions With respect to Loans other than the Initial Loans, if requested by the Lender (and, in determining whether or not to make such request, the Lender shall consider, among other things, the magnitude of such Loan and the length of time since the previous title first appear on any update or continuations), the Lender shall have received a notice of title continuation and an endorsement to each of the title, Recipient shall notify Contributor thereof (“Title Objection”). Contributor shall be entitled to reasonable adjournments existing title insurance policies covering the Collateral Properties insuring that since the making of the Closing (last Loan there has been no change in the state of title or priority of the Lender's Lien and no survey exceptions not theretofore approved by the Lender, together with other evidence satisfactory to exceed 180 days) in order the Lender that no mechanic's liens or other Liens have been filed and remain filed with respect to remedy any such Title Objections. If Recipient does give such noticethe Collateral Properties, Contributor which endorsement shall have five the effect of (5i) business days after receipt thereof updating the date of the existing title insurance policies covering the Collateral Properties to notify Recipient the date of the making of such Loan and insuring that Contributor the priority of the Lender's Lien is not subject to any intervening liens arising between the date of the existing title policies and the date of the making of such Loan and (aii) will cause or increasing (bsubject to any existing tie-in endorsements) elects not the coverage of the existing title insurance policies by an amount equal to causethe amount of the Loan then being made, any or together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all Title Objections existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance satisfactory to be removed or, if Recipient approves in its sole discretion exercised in good faith, insured over the Lender and executed by the Title Company. Contributor’s failure Companies; provided that with respect to notify Recipient within Collateral Properties located in the State of Texas (and other states with similar statutory or regulatory prohibitions) the Borrower shall not have any obligation to deliver such five (5) business day period as notice of title continuation or endorsement for any such Collateral Property but shall deliver to any Title Objection shall be deemed an election the Lender in lieu thereof a clean abstract issued by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have letter from the Title Company insure over in form and substance reasonably satisfactory to the Lender indicating that there does not exist any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of unreleased Lien on any such notice, either to (i) terminate this Agreement due to such Title Objections, in which event Contributor shall be to pay to Recipient the cost paid by Recipient for a title search and survey update, survey, Phase I Reports and any property condition report, and neither party shall thereafter have any further rights or obligations under this Agreement, except for those rights or obligations that expressly survive or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Consideration Collateral Property on account of such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, Contributor shall be required to remove of record the following liens: (A) any mortgage on the Land or the Improvements given by Contributor; (B) any lien voluntarily created by Contributor after the date of this Agreement; the making of such Loan and (Cindicating that the state of title and priority of the Lender's Lien with respect to such Collateral Property on the date of the making of such Loan have not been impaired from the state of title and priority of the Lender's Lien since the making of the last Loan. Lender shall have also received such updates relating to the tie-in endorsement(s) any other lien in a liquidated amount, relating to such title policies as mechanics liens, judgments or tax liens caused by Contributorthe Lender may reasonably request.

Title Updates. If exceptions The Lender shall have received a notice of title continuation and an endorsement to title first appear on any update or continuation each of the title, Recipient shall notify Contributor thereof (“Title Objection”). Contributor shall be entitled to reasonable adjournments existing title insurance policies covering the Collateral Properties insuring that since the making of the Closing (last Mortgage Loan there has been no change in state of title or priority of the Lender's Lien and no survey exceptions not theretofore approved by the Lender, together with other evidence satisfactory to exceed 180 days) in order the Lender that no mechanics liens or other Liens have been filed and remain filed with respect to remedy any such Title Objections. If Recipient does give such noticethe Collateral Properties, Contributor which endorsement shall have five the effect of (5i) business days after receipt thereof updating the date of the existing title insurance policies covering the Collateral Properties to notify Recipient the date of the making of such Mortgage Loan and insuring that Contributor the priority of the Lender's Lien is not subject to any intervening Liens arising between the date of the existing title policies and the date of the making of such Mortgage Loan and (aii) will cause or (b) elects not increasing the coverage of the existing title insurance policies by an amount equal to causethe Mortgage Loan then being made, any or together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all Title Objections existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance reasonably satisfactory to be removed or, if Recipient approves in its sole discretion exercised in good faith, insured over the Lender and executed by the Title Company. Contributor’s failure Companies; provided that (1) the Borrower shall not have any obligation to notify Recipient deliver such notice of title continuation or endorsement if the Borrower shall have delivered such notices and endorsements within 60 days prior to 44 the date of the making of such five Mortgage Loan (5unless the aggregate principal amount of the Mortgage Loan(s) business day period as being made is equal to or greater than $10,000,000 in which case notwithstanding the foregoing the Borrower shall deliver such notice of title continuation and endorsement) and (2) with respect to Collateral Properties located in the State of Texas the Borrower shall not have any Title Objection obligation to deliver such notice of title continuation or endorsement for any such Collateral Property but shall be deemed an election deliver to the Lender in lieu thereof a clean abstract issued by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have letter from the Title Company insure over in form and substance reasonably satisfactory to the Lender indicating that there does not exist any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of unreleased Liens on any such notice, either to (i) terminate this Agreement due to such Title Objections, in which event Contributor shall be to pay to Recipient the cost paid by Recipient for a title search and survey update, survey, Phase I Reports and any property condition report, and neither party shall thereafter have any further rights or obligations under this Agreement, except for those rights or obligations that expressly survive or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Consideration Collateral Property on account of such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, Contributor shall be required to remove of record the following liens: (A) any mortgage on the Land or the Improvements given by Contributor; (B) any lien voluntarily created by Contributor after the date of this Agreement; the making of such Mortgage Loans and indicating that the state of title or priority of the Lender's Lien with respect to such Collateral Property on the date of the making of such Mortgage Loans has not been impaired from the state of title or priority of the Lender's Lien on the Closing Date with respect to such Collateral Property (Cor on such date on which a Property becomes an Addition to Collateral with respect to an Additional Property). The Lender shall have also received such updates relating to the tie-in endorsement(s) any other lien in a liquidated amount, such as mechanics liens, judgments or tax liens caused by Contributorthe Lender may reasonably request.

Title Updates. If exceptions If, at any time after the Expiration Date, any update to the Title Commitment or the Survey discloses any liens, encumbrances or other items to which Purchaser objects to title first appear (except for those liens, encumbrances or other objections to title which were caused by Purchaser or Purchaser’s Representatives or any Permitted Exceptions) which were not disclosed on any update or continuation version of the titleTitle Commitment or Survey previously delivered to Purchaser (each, Recipient shall notify Contributor thereof (a “Title ObjectionNew Exception”), Purchaser shall have a period of twenty (20) Business Days from the date of Purchaser’s receipt of such update (the “New Exception Review Period”) to review and to approve or disapprove of the same. Contributor If the New Exception is unacceptable to Purchaser, Purchaser, at its sole option, may elect by delivering written notice to Seller prior to 5:00 pm on the date of expiration of the New Exception Review Period either (A) to terminate this Agreement (in which event the Termination Provisions shall apply), (B) to waive such objections and proceed with the transactions contemplated by this Agreement, in which event Purchaser shall be deemed to have approved the New Exception and same shall be a Permitted Exception hereunder, or (C) if the New Exception is a Mandatory Removal Item, require Seller to cure same pursuant to the terms and conditions of this Agreement, whereupon Seller shall be entitled to reasonable adjournments extensions of the Closing (one or more times for a period not to exceed 180 daysthirty (30) days in order the aggregate, provided that in no event shall such extension of the Closing for thirty (30) day or less cause the Closing to remedy any occur after May 30, 2022, time being of the essence as of such Title Objections. If Recipient does date, to enable Seller to convey such title to the Property to Purchaser free and clear of such New Exception and otherwise in accordance with the terms of this Agreement, provided that Seller shall give such noticenotice to Purchaser that it intends to postpone the Closing no later than two (2) Business Days prior to the originally scheduled Closing Date; provided further, Contributor shall have five that if Purchaser makes an election to terminate this Agreement under clause (5A) above, Seller may elect, in Seller’s sole discretion, by delivery of written notice to Purchaser sent within ten (10) business days after from Seller’s receipt thereof of written notice from Purchaser exercising such election, to notify Recipient that Contributor cure such New Exception (a) will cause or (b) elects not to cause, any or all Title Objections to be removed or, if Recipient approves in its sole discretion exercised in good faith, insured over by the Title Company. Contributor’s failure to notify Recipient within such five (5) business day period as to any Title Objection shall be deemed an election by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have the Title Company insure over any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of such notice, either to (i) terminate this Agreement due to such Title Objections, in which event Contributor same shall then be deemed a “Mandatory Removal Item” for purposes of this Agreement), whereupon Seller shall be entitled to pay to Recipient reasonable extensions of the cost paid by Recipient Closing one or more times for a period not to exceed thirty (30) days in the aggregate, provided that in no event shall such extension of the Closing for thirty (30) day or less cause the Closing to occur after May 30, 2022, time being of the essence as of such date, to enable Seller to convey such title search to the Property to Purchaser free and survey update, survey, Phase I Reports clear of such New Exception and any property condition report, and neither party shall thereafter have any further rights or obligations under otherwise in accordance with the terms of this Agreement, except for those rights or obligations provided that expressly survive or Seller shall give notice to Purchaser that it intends to postpone the Closing no later than two (ii2) waive such Title Objections and proceed Business Days prior to the originally scheduled Closing without any abatement or reduction in the Consideration on account of such Title Objections, in which event such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, Contributor shall be required to remove of record the following liens: (A) any mortgage on the Land or the Improvements given by Contributor; (B) any lien voluntarily created by Contributor after the date of this Agreement; and (C) any other lien in a liquidated amount, such as mechanics liens, judgments or tax liens caused by ContributorDate.