Common use of Title Updates Clause in Contracts

Title Updates. The Lender shall have received a notice of title continuation and an endorsement to each of the existing title insurance policies covering the Collateral Properties insuring that since the making of the 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 the Lender that no mechanics liens or other Liens have been filed and remain filed with respect to the Collateral Properties, which endorsement shall have the effect of (i) updating the date of the existing title insurance policies covering the Collateral Properties to the date of the making of such Mortgage Loan and insuring that 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 (ii) increasing the coverage of the existing title insurance policies by an amount equal to the Mortgage Loan then being made, together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance reasonably satisfactory to the Lender and executed by the Title Companies; provided that (1) the Borrower shall not have any obligation to 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 Mortgage Loan (unless the aggregate principal amount of the Mortgage Loan(s) 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 obligation to deliver such notice of title continuation or endorsement for any such Collateral Property but shall deliver to the Lender in lieu thereof a clean abstract issued by the Title Company or letter from the Title Company in form and substance reasonably satisfactory to the Lender indicating that there does not exist any unreleased Liens on any such Collateral Property on the date of 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 (or 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) as the Lender may reasonably request.

Title Updates. The 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 continuations), the Lender shall have received a notice of title continuation and an endorsement to each of the existing title insurance policies covering the Collateral Properties insuring that since the making of the last Mortgage 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 the Lender that no mechanics mechanic's liens or other Liens have been filed and remain filed with respect to the Collateral Properties, which endorsement shall have the effect of (i) updating the date of the existing title insurance policies covering the Collateral Properties to the date of the making of such Mortgage Loan and insuring that the priority of the Lender's Lien is not subject to any intervening Liens liens arising between the date of the existing title policies and the date of the making of such Mortgage Loan and (ii) increasing (subject to any existing tie-in endorsements) the coverage of the existing title insurance policies by an amount equal to the Mortgage amount of the Loan then being made, together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance reasonably satisfactory to the Lender and executed by the Title Companies; provided that (1) the Borrower shall not have any obligation to 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 Mortgage Loan (unless the aggregate principal amount of the Mortgage Loan(s) 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) that with respect to 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 notice of title continuation or endorsement for any such Collateral Property but shall deliver to the Lender in lieu thereof a clean abstract issued by the Title Company or letter from the Title Company in form and substance reasonably satisfactory to the Lender indicating that there does not exist any unreleased Liens Lien on any such Collateral Property on the date of the making of such Mortgage Loans Loan and indicating that the state of title or and priority of the Lender's Lien with respect to such Collateral Property on the date of the making of such Mortgage Loans has Loan have not been impaired from the state of title or and priority of the Lender's Lien on since the Closing Date with respect to such Collateral Property (or on such date on which a Property becomes an Addition to Collateral with respect to an Additional Property)making of the last Loan. The Lender shall have also received such updates relating to the tie-in endorsement(s) relating to such title policies as the Lender may reasonably request.

Title Updates. The Lender Purchaser may from time to time cause the Title Documents to be updated and shall deliver copies of each such update to Seller promptly following receipt. Purchaser shall have received the right to object to any matter(s) disclosed or 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 Residential Parcel or the Project or any portion thereof within ten (10) Business Days after receipt of any such update (each, a “Title Objection”). If Purchaser has given Seller written notice of title continuation and an endorsement any Title Objection, then Seller may, in Seller’s sole discretion, give Purchaser notice of those Title Objections which Seller is willing to each of the existing title insurance policies covering the Collateral Properties insuring endeavor to cure, if any; provided, however, that since the making of the last Mortgage Loan there has been Seller shall have no change in state of title obligation whatsoever to expend or priority of the Lender's Lien and no survey exceptions not theretofore approved by the Lenderagree to expend any funds, together with other evidence satisfactory to the Lender that no mechanics liens undertake or other Liens have been filed and remain filed agree to undertake any obligations or otherwise to cure or agree to cure any Title Objection except with respect to (i) 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 Collateral PropertiesEffective Date (collectively, “Mandatory Cure Items”) which endorsement 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 effect option of either: (i) updating waiving such Title Objection(s) and proceeding to Closing without any adjustment in the date Purchase Price except for the amount of the existing title insurance policies covering the Collateral Properties to the date of the making of such Mortgage Loan and insuring that 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 Mandatory Cure Items or (ii) increasing the coverage of the existing title insurance policies by an amount equal to the Mortgage Loan then being made, together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance reasonably satisfactory to the Lender and executed by the Title Companies; provided that (1) the Borrower shall not have any obligation to 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 Mortgage Loan (unless the aggregate principal amount of the Mortgage Loan(s) being made is equal to or greater than $10,000,000 terminating this Agreement in which case notwithstanding event the foregoing the Borrower Purchaser shall deliver such notice immediately receive a return of title continuation and endorsement) and (2) with respect to Collateral Properties located in the State of Texas the Borrower its Deposit, whereupon both parties shall not have any obligation to deliver such notice of title continuation or endorsement for any such Collateral Property but shall deliver to the Lender in lieu thereof a clean abstract issued by the Title Company or letter be released from the Title Company in form and substance reasonably satisfactory to the Lender indicating that there does not exist any unreleased Liens on any such Collateral Property on the date of 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 (or 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) as the Lender may reasonably requestall further obligations under this Agreement.

Title Updates. The Lender 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 (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 version of the Title Commitment or Survey previously delivered to Purchaser (each, a “New Exception”), Purchaser shall have received a notice period of title continuation and an endorsement to each of the existing title insurance policies covering the Collateral Properties insuring that since the making of the 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 the Lender that no mechanics liens or other Liens have been filed and remain filed with respect to the Collateral Properties, which endorsement shall have the effect of twenty (i20) updating Business Days from the date of Purchaser’s receipt of such update (the existing title insurance policies covering the Collateral Properties “New Exception Review Period”) to the date review and to approve or disapprove of the making of such Mortgage Loan and insuring that same. If the priority of the Lender's Lien New Exception is not subject unacceptable to any intervening Liens arising between the date of the existing title policies and the date of the making of such Mortgage Loan and (ii) increasing the coverage of the existing title insurance policies Purchaser, Purchaser, at its sole option, may elect by an amount equal delivering written notice to the Mortgage Loan then being made, together with, as may be required by the Lender, such reinsurance schedules and agreements in respect of all existing title insurance policies for the Collateral Properties in amounts and otherwise in form and substance reasonably satisfactory to the Lender and executed by the Title Companies; provided that (1) the Borrower shall not have any obligation to deliver such notice of title continuation or endorsement if the Borrower shall have delivered such notices and endorsements within 60 days Seller prior to 44 the date of the making of such Mortgage Loan (unless the aggregate principal amount of the Mortgage Loan(s) 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 obligation to deliver such notice of title continuation or endorsement for any such Collateral Property but shall deliver to the Lender in lieu thereof a clean abstract issued by the Title Company or letter from the Title Company in form and substance reasonably satisfactory to the Lender indicating that there does not exist any unreleased Liens on any such Collateral Property 5:00 pm on the date of expiration of the making 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 extensions of the 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 Mortgage Loans date, to enable Seller to convey such title to the Property to Purchaser free and indicating clear of such New Exception and otherwise in accordance with the terms of this Agreement, provided that Seller shall give notice to Purchaser that it intends to postpone the state Closing no later than two (2) Business Days prior to the originally scheduled Closing Date; provided further, that if Purchaser makes an election to terminate this Agreement under clause (A) above, Seller may elect, in Seller’s sole discretion, by delivery of title or priority written notice to Purchaser sent within ten (10) business days from Seller’s receipt of written notice from Purchaser exercising such election, to cure such New Exception (in which event same shall then be deemed a “Mandatory Removal Item” for purposes of this Agreement), whereupon Seller shall be entitled to reasonable extensions of the Lender's Lien with respect Closing one or more times for a period not to exceed thirty (30) days in the aggregate, provided that in no event shall such Collateral Property on the date extension of the making Closing for thirty (30) day or less cause the Closing to occur after May 30, 2022, time being of the essence as of such Mortgage Loans has not been impaired from date, to enable Seller to convey such title to the state Property to Purchaser free and clear of title or priority such New Exception and otherwise in accordance with the terms of the Lender's Lien on this Agreement, provided that Seller shall give notice to Purchaser that it intends to postpone the Closing Date with respect to such Collateral Property no later than two (or 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 2) Business Days prior to the tie-in endorsement(s) as the Lender may reasonably requestoriginally scheduled Closing Date.