Common use of Conditions Relating to Mortgaged Real Property and Real Property Clause in Contracts

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company shall have caused to be delivered to the Collat- eral Agent, on behalf of the Banks, the following documents and instruments: (i) Mortgages encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Agent, for the benefit of the Banks, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(iv) in respect of such Mortgage, all of which shall be in form and substance satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens and other Liens expressly permitted by such Mortgage; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendments, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as necessary or required to consummate the Transaction contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property; (iii) with respect to each Mortgage of real property located in the United States, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, which policies (or commitments) shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictions) and (z) contain only such exceptions to title as shall be Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect to such Mortgaged Real Property; (iv) with respect to each Mortgage of Real Property in Canada, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative Agent; (v) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ix) evidence acceptable to the Collateral Agent of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof of all applicable title insurance premiums (if applicable), search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (x) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases in which a Credit Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xi) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), an Officers' Certificate or other evidence satisfactory to the Collateral Agent that as of the date thereof there (x) has been issued and is in effect a valid and proper certificate of occupancy or other local equivalent, if any, for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundness, (y) has not occurred any Taking or Destruction of any Mortgaged Real Property or Real Property and (z) are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Property.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Original Closing Date, the Company each Borrower and each Subsidiary to enter into a Mortgage shall have caused to be delivered to the Collat- eral Administrative Agent, on behalf of the BanksLenders, the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Administrative Agent, for the benefit of the BanksLenders, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office of each political subdivision or foreign jurisdiction where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(ivsubsection 5.1(e) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral AgentArranger, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens applicable to such Mortgaged Real Property and other Liens expressly permitted by such Mortgagethan Permitted Liens; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendmentsestoppels, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as necessary or required to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent Arranger in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property;; and (iii) the following documents and instruments: (1) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage priority Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, thereof which policies policy (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral AgentArranger, (yc) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (d) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects counsel or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such MortgageArranger) as shall be reasonably requested by the Collateral Agent Arranger, (includinge) such affidavits and instruments of indemnification as shall be reasonably required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in this subparagraph (iii) and (f) contain no exceptions to title other than exceptions for (x) Liens of the type described in clauses (a), without limitation(b), endorsements on matters relating (c), (d), (g), (h), (i), (o) and (p) of the definition of Permitted Liens, (y) any Lien of the type described in clause (r) of the definition of Permitted Liens to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictions) the extent the original Lien is permitted hereunder and (z) contain only such exceptions to title as shall be the Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect applicable to such Mortgaged Real Property; ; (iv2) with respect to each Mortgage of Mortgaged Real Property in CanadaProperty, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative Agent; Survey; (v3) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; ; (vi4) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent availablejurisdictions equivalent) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; ; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ix5) evidence acceptable to the Collateral Agent Arranger of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrowers of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs taxes and expenses related charges required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; ; (x6) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, subleases, leases in which a Credit Loan Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) Property, and shall otherwise be acceptable to the Collateral AgentArranger; and and (xi7) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, an Officers' Certificate or other evidence satisfactory to the Collateral Agent Arranger that as of the date thereof there (xa) has been issued and is in effect effect, to the extent required, a valid and proper certificate of occupancy or other local equivalent, if any, or foreign equivalent for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundnessProperty, (yb) has not occurred any Taking or material Destruction of any Mortgaged Real Property or that has not been restored and there is not pending any Taking of any Mortgaged Real Property and (zc) except as may be disclosed in the Survey of such Mortgaged Real Property delivered pursuant to subsection 5.1(j)(iii)(2) above, are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or such Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company each Obligor to enter into a Mortgage shall have caused to be delivered to the Collat- eral Administrative Agent, on behalf of the BanksRevolving Credit Lenders, the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Administrative Agent, for the benefit of the BanksRevolving Credit Lenders, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office of each jurisdiction where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns other documentation as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(iv) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens and other Liens expressly permitted by (or Permitted Liens) applicable to such MortgageMortgaged Real Property; (ii) with respect to each Mortgaged Real Property, (x) Borrower shall use its best efforts to obtain such consents, approvals, amendmentsestoppels, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as reasonably necessary or as reasonably required by the Administrative Agent to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property;Mortgage; and (iii) the following documents and instruments: (1) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, thereof which policies policy (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements arrangements, if any (with provisions for direct access) ), as shall be reasonably acceptable to the Collateral Administrative Agent, (yc) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not availableendorsements, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) available, as shall be reasonably requested by the Collateral Agent Administrative Agent, (includingd) such affidavits and instruments of indemnification as shall be reasonably required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in this subparagraph (iii) and (e) contain no exceptions to title other than exceptions for (x) Liens of the type described in clauses (a), without limitation(b), endorsements on matters relating (c), (d), (f), and (m) of the definition of Permitted Liens, (y) any Lien of the type described in clause (p) of the definition of Permitted Liens to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictions) the extent the original Lien is permitted hereunder and (z) contain only such exceptions to title as shall be the Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect applicable to such Mortgaged Real Property; (iv2) with respect to each Mortgage of Mortgaged Real Property in CanadaProperty, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to extent requested by the Administrative Agent, a Survey; (v3) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi4) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to in the extent available) confirming that the personal property comprising a part of county and state jurisdictions in which such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Lienslocated naming the applicable Obligor as debtor; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ix5) evidence acceptable to the Collateral Administrative Agent of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrower of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related chargescosts, mortgage recording taxes, fees, charges, costs taxes and expenses related charges required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph subclause (iiiiii)(1) aboveof this Section 7.1(l); (x) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases in which a Credit Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xi6) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, an Officers' Officer’s Certificate or other evidence satisfactory to the Collateral Administrative Agent that as of the date thereof (a) other than the Real Property associated with the warehouse currently under construction at 00000 Xxxxxx Xxxx in Xxxxxx’x Branch, Texas, there (x) has been issued and is in effect effect, to the extent required, a valid and proper certificate of occupancy or other local equivalent, if any, or foreign equivalent for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundnessProperty, (yb) there has not occurred any Taking or material Destruction of any Mortgaged Real Property or that has not been restored and there is not pending any Taking of any Mortgaged Real Property and (zc) to the best knowledge of Borrower, except as may be disclosed in the Survey of such Mortgaged Real Property delivered pursuant to subclause (iii)(2) of this Section 7.1(l), there are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or such Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company Borrower shall have caused to be delivered to the Collat- eral Collateral Agent, on behalf of the Banks, the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Agent, for the benefit of the Banks, duly executed and acknowledged by the Applicable Borrowerapplicable Credit Party, and otherwise in form for recording in the recording office where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(iv4.01(b)(ii) in respect of such Mortgage, all of which shall be in form and substance satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens and other Liens expressly permitted by such MortgageLiens; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendments, supplements and (y) except in respect of such property in the United Kingdomsupplements, estoppels and estoppels, tenant subordination agreements or other instruments as necessary or required to consummate the Transaction Acquisitions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property; (iii) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, which policies (or commitments) shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictions) and (z) contain only such exceptions to title as shall be Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect to such Mortgaged Real Property; (iv) with respect to each Mortgage of Real Property in Canada, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative Agent; (v) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (viv) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viiivi) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ixvii) evidence acceptable to the Collateral Agent of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (xviii) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases in which a Credit Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xiix) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, an Officers' Certificate or other evidence satisfactory to the Collateral Agent that as of the date thereof there (x) has been issued and is in effect a valid and proper certificate of occupancy or other local equivalent, if any, for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundness, (y) has not occurred any Taking or Destruction of any Mortgaged Real Property or Real Property and (z) are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company The Borrower shall have caused to be delivered to the Collat- eral Agent, on behalf of the Banks, Designated Lender the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Agent, for the benefit of the Banks, duly executed and acknowledged by the Applicable BorrowerCredit Party or another party that is the owner of or holder of an interest in such Mortgaged Real Property, and otherwise in form for recording in the recording office of each political subdivision where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements and fixture filings as are contemplated by the counsel opinions described in Section 4.01(b)(ivSections 3.01(C)(ii) and 3.01(C)(iii) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral AgentDesignated Lender and which will be delivered to the Title Company on the Closing Date for filing within 8 days after the Closing Date, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a valid and enforceable first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens and other Liens expressly permitted by such MortgagePermitted Encumbrances; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendments, supplements and (y) except in respect of such property in the United Kingdomsupplements, estoppels and estoppels, tenant subordination agreements or other instruments as necessary or required to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent Designated Lender in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property; (iii) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid and enforceable first mortgage Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereofthereof as determined by appraisal reports, which policies (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral AgentDesignated Lender , (yc) contain a "tie-in" or "cluster" endorsement (if applicable and if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals counsel reasonably acceptable to the Collateral Agent Designated Lender to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property Real Property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent Designated Lender (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, contiguity (as applicable), doing business, zoning, contiguity, revolving credit, doing business variable rate and so-called comprehensive coverage over covenants and restrictions) and (zd) contain only such exceptions to title as shall be Prior Liens or are otherwise agreed to by the Collateral Agent Designated Lender on or prior to the Closing Date with respect to such Mortgaged Real Property; (iv) with respect to each Mortgage of Mortgaged Real Property in CanadaProperty, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative AgentSurvey; (v) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi) with respect to each Mortgaged Real Property, UCC, judgment and tax lien searches confirming that the personal property comprising a surveypart of such Mortgaged Real Property is subject to no Liens other than Permitted Encumbrances; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ixviii) evidence reasonably acceptable to the Collateral Agent Designated Lender of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrower of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (xix) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases Leases in which a Credit Party or Subsidiary thereof holds the landlord's, tenant's or other interest or and any other agreements relating to possessory interests. To the extent any of the foregoing affect any interests in such Real Property or Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xix) with respect to each of the Mortgaged Real Property (other than Mortgaged Real Property Properties located in the United Kingdom)Savannah, Georgia and in Chicago, Illinois, an Officers' Certificate or other evidence reasonably satisfactory to the Collateral Agent Designated Lender that as of the date thereof thereof, to the best of such officer's knowledge, there (xa) has have been issued and is are in effect a valid and proper certificate certificates of occupancy or other local equivalent, if any, equivalents for the use then being made of such Mortgaged Real Property to the extent currently required by law in the jurisdiction in which such Mortgaged Real Property is located which certificates if not obtained or maintained would have a material adverse effect upon the value of the Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance in all material respects with local codes or ordinances relating to building or fire safety or structural soundness, (yb) has not occurred any Taking or Destruction of any Mortgaged Real Property that has not been repaired or Real Property restored except as set forth therein and (zc) are is no disputes litigation regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Real Property and no state of facts existing known to any Credit Party which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim, except as set forth therein.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company each Borrower and each Subsidiary to enter into a Mortgage shall have caused to be delivered to the Collat- eral Administrative Agent, on behalf of the BanksLenders, the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Administrative Agent, for the benefit of the BanksLenders, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office of each political subdivision or foreign jurisdiction where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(ivsubsection 5.1(e) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral AgentArranger, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens applicable to such Mortgaged Real Property and other Liens expressly permitted by such Mortgagethan Permitted Liens; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendmentsestoppels, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as necessary or required to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent Arranger in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property;; and (iii) with respect to each Mortgage of real property located in the United States, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property following documents and fixtures described therein in an amount not less than 115% of the fair market value thereof, which policies (or commitments) shall (w) be issued by the Title Company, (x) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (y) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictions) and (z) contain only such exceptions to title as shall be Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect to such Mortgaged Real Property; (iv) with respect to each Mortgage of Real Property in Canada, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative Agent; (v) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ix) evidence acceptable to the Collateral Agent of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof of all applicable title insurance premiums (if applicable), search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (x) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases in which a Credit Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xi) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), an Officers' Certificate or other evidence satisfactory to the Collateral Agent that as of the date thereof there (x) has been issued and is in effect a valid and proper certificate of occupancy or other local equivalent, if any, for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundness, (y) has not occurred any Taking or Destruction of any Mortgaged Real Property or Real Property and (z) are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Property.instruments:

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to the Closing Date, the Company each Borrower and each Subsidiary to enter into a Mortgage shall have caused to be delivered to the Collat- eral Administrative Agent, on behalf of the BanksLenders, the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Administrative Agent, for the benefit of the BanksLenders, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office of each political subdivision or foreign jurisdiction where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(ivsubsection 5.1(e) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens applicable to such Mortgaged Real Property and other Liens expressly permitted by such Mortgagethan Permitted Liens; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendmentsestoppels, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as necessary or required to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property;; and (iii) the following documents and instruments: (1) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage priority Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, thereof as determined by the appraisal reports prepared pursuant to subsection 5.1(p) which policies policy (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Administrative Agent, (yc) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (d) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects counsel or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such MortgageAdministrative Agent) as shall be reasonably requested by the Collateral Agent Administrative Agent, (including, without limitation, e) such affidavits and instruments of indemnification as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictionscontemplated in this subparagraph (iii) and (zf) contain only such no exceptions to title as shall be other than exceptions for the Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect applicable to such Mortgaged Real Property; (iv2) with respect to each Mortgage of Mortgaged Real Property in CanadaProperty, a legal opinion of counsel to the applicable Credit Party as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative AgentSurvey; (v3) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi4) with respect to each Real Property and each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent availablejurisdictions equivalent) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ix5) evidence acceptable to the Collateral Administrative Agent of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrowers of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs taxes and expenses related charges required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (x6) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, subleases, leases in which a Credit Loan Party or Subsidiary thereof holds the tenant's interest or other agreements relating to possessory interests. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) Property, and shall otherwise be acceptable to the Collateral Administrative Agent; and (xi7) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, an Officers' Certificate or other evidence satisfactory to the Collateral Administrative Agent that as of the date thereof there (xa) has been issued and is in effect a valid and proper certificate of occupancy or other local equivalent, if any, or foreign equivalent for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local or foreign codes or ordinances relating to building or fire safety or structural soundness, (yb) has not occurred any Taking or Destruction of any Mortgaged Real Property or Real Property and (zc) are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or such Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim.

Conditions Relating to Mortgaged Real Property and Real Property. On To the extent not delivered on the Original Closing Date, on or prior to the Closing Amendment and Restatement Date, the Company each Obligor to enter into a Mortgage shall have caused to be delivered to the Collat- eral Administrative Agent, on behalf of the BanksLenders, the following documents and instruments:; (i1) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Administrative Agent, for the benefit of the BanksLenders, duly executed and acknowledged by the Applicable Borrower, and otherwise in form for recording in the recording office of each jurisdiction where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns other documentation as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(iv7.02(i)(3)(ii) in with respect of to such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdictionLead Arranger, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject subordinate to no Liens other than Prior Liens applicable to such Mortgaged Real Property as shall be acceptable to the Lead Arranger and the Administrative Agent and subject to no other Liens except Liens expressly permitted by such Mortgage; (ii2) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendmentsestoppels, supplements and (y) except in respect of such property in the United Kingdom, estoppels and tenant subordination agreements or other instruments as necessary or required to consummate the Transaction contemplated hereby Amended and Restated Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for Lead Arranger to consummate the owner transactions contemplated hereby or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property;Mortgage. (iii3) the following documents and instruments: (i) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage priority Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof, thereof which policies policy (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral AgentLead Arranger, (yc) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects counsel or other professionals reasonably acceptable to the Collateral Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such MortgageLead Arranger) as shall be reasonably requested by the Collateral Agent Lead Arranger, (including, without limitation, d) such affidavits and instruments of indemnification as shall be reasonably required to induce the Title Company to issue the policy or policies (or commitment) and endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business and so-called comprehensive coverage over covenants and restrictionscontemplated in this subparagraph (iii) and (ze) contain only such no exceptions to title as shall be other than exceptions for Prior Liens or are otherwise agreed to by the Collateral Agent on or prior to the Closing Date with respect applicable to such Mortgaged Real Property; (iv) with respect to each Mortgage of Real Property in Canada, a legal opinion of counsel as shall be acceptable to the applicable Credit Party as to title, encumbrances, priorities Lead Arranger and other matters in form and substance reasonably satisfactory to the Administrative Agent; (vii) with respect to each Mortgaged Real Property (other than as set forth on SCHEDULE 7.02(XV)), a Survey; (iii) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (viiv) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viii) complying with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iiiSection 7.02(xiv) above; (ixv) evidence acceptable to the Collateral Agent Lead Arranger of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrower of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related chargescosts, mortgage recording taxes, fees, charges, costs taxes and expenses related charges required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph subclause (iii3)(i) of this Section 7.02(xv) above; (xvi) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, subleases, leases in which a Credit Party or Subsidiary thereof Borrower holds the tenant's interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement and shall otherwise be reasonably acceptable to the Collateral Agent; andLead Arranger; (xivii) with respect to each Mortgaged Real Property, Borrower shall have made all notification, registrations and filings, to the extent required by, and in accordance with, all State and Local Real Property (other than Disclosure Requirements applicable to such Mortgaged Real Property in Property, including the United Kingdom)use of forms provided by state or local agencies, where such forms exist, whether to Borrower or to or with the state or local agency; and (viii) with respect to each Mortgaged Real Property, an Officers' Officer's Certificate or other evidence reasonably satisfactory to the Collateral Agent Lead Arranger that as of the date thereof there (xa) has been issued and is in effect effect, to the extent required, a valid and proper certificate of occupancy or other local equivalent, if any, or foreign equivalent for the use then being made of such Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance with local codes or ordinances relating to building or fire safety or structural soundnessProperty, (yb) has not occurred any Taking or Destruction material Casualty Event of any Mortgaged Real Property and (c) except as could not be reasonably expected to have a Material Adverse Effect or as may be disclosed in the Survey of such Mortgaged Real Property and delivered pursuant to subclause (z3)(ii) of this Section 7.02(xv) above, are no disputes regarding boundary lines, location, encroachment or possession of any Real Property or such Mortgaged Real Property and no state of facts existing which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim.

Conditions Relating to Mortgaged Real Property and Real Property. On or prior to as soon as practicable but in any event no more than 10 days after the Closing DateDate (except as otherwise specified below), the Company Borrower shall have caused to be delivered to the Collat- eral Agent, on behalf of the Banks, Lender the following documents and instruments: (i) Mortgages a Mortgage encumbering each Mortgaged Real Property set forth on Schedule 4.01(u)(i) in favor of the Collateral Agent, for the benefit of the BanksLender, duly executed and acknowledged by the Applicable BorrowerCredit Party or another party that is the owner of or holder of an interest in such Mortgaged Real Property, and otherwise in form for recording in the recording office of each political subdivision where each such Mortgaged Real Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such UCC-1 financing statements and other similar statements as are contemplated by the counsel opinions described in Section 4.01(b)(iv3.01(C)(iii) in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Collateral AgentLender and which will be delivered to the Title Company for filing within 8 days after the Closing Date, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens and other Liens expressly permitted by such MortgagePermitted Encumbrances; (ii) with respect to each Mortgaged Real Property, (x) such consents, approvals, amendments, supplements and (y) except in respect of such property in the United Kingdomsupplements, estoppels and estoppels, tenant subordination agreements or other instruments as necessary or required to consummate the Transaction transactions contemplated hereby or as shall reasonably be deemed necessary by the Collateral Agent Lender in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Real Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Real Property; (iii) with respect to each Mortgage of real property located in the United StatesMortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereofthereof as determined by appraisal reports, which policies (or commitmentscommitment) shall (wa) be issued by the Title Company, (xb) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral AgentLender, (yc) contain a "tie-in" or "cluster" endorsement (if applicable and if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals counsel reasonably acceptable to the Collateral Agent Lender to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property Real Property subject to such Mortgage) as shall be reasonably requested by the Collateral Agent Lender (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, contiguity (as applicable), doing business, zoning, contiguity, revolving credit, doing business variable rate and so-called comprehensive coverage over covenants and restrictions) and (zd) contain only such exceptions to title as shall be Prior Liens or are otherwise agreed to by the Collateral Agent Lender on or prior to the Closing Date with respect to such Mortgaged Real Property; (iv) with respect to each Mortgage of Mortgaged Real Property in CanadaProperty, a legal opinion Survey (which in the case of counsel to the applicable Credit Party Mortgaged Property located in Illinois will be delivered after the Closing Date as to title, encumbrances, priorities and other matters in form and substance reasonably satisfactory to the Administrative Agentsoon as it becomes available); (v) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto, which policies or certificates shall comply with the insurance requirements contained in such Mortgage; (vi) with respect to each Mortgaged Real Property, a survey; (vii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom), UCC, judgment and tax lien searches (or foreign jurisdiction equivalents, to the extent available) confirming that the personal property comprising a part of such Real Property or Mortgaged Real Property is subject to no Liens other than Prior Liens; (viiivii) with respect to each Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom)Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in subparagraph (iii) above; (ixviii) evidence reasonably acceptable to the Collateral Agent Lender of payment (should it be required to be made on or prior to the Closing Date) by the appropriate Credit Party or Subsidiary thereof Borrower of all applicable title insurance premiums (if applicable)premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies (if applicable) referred to in subparagraph (iii) above; (xix) with respect to each Real Property or Mortgaged Real Property, copies of all Leases, leases Leases in which a Credit Party or Subsidiary thereof holds the landlord's, tenant's or other interest or and any other agreements relating to possessory interests. To the extent any of the foregoing affect any interests in such Real Property or Mortgaged Real Property, the interest of any tenant of a Credit Party created by such agreement shall be subordinate to the Mortgage to be recorded against such Mortgaged Real Property (other than Mortgaged Real Property in the United Kingdom) and otherwise acceptable to the Collateral Agent; and (xix) with respect to each the Mortgaged Real Property (other than Mortgaged Real Property located in the United Kingdom)Savannah, Georgia, an Officers' Certificate or other evidence reasonably satisfactory to the Collateral Agent Lender that as of the date thereof thereof, to the best of such officer's knowledge, there (xa) has have been issued and is are in effect a valid and proper certificate certificates of occupancy or other local equivalent, if any, equivalents for the use then being made of such Mortgaged Real Property to the extent currently required by law in the jurisdiction in which such Mortgaged Real Property is located which certificates if not obtained or maintained would have a material adverse effect upon the value of the Mortgaged Real Property and that there is not outstanding any citation, violation or similar notice indicating that such Mortgaged Real Property contains conditions which are not in compliance in all material respects with local codes or ordinances relating to building or fire safety or structural soundness, (yb) has not occurred any Taking or Destruction of any Mortgaged Real Property that has not been repaired or Real Property restored except as set forth therein and (zc) are is no disputes litigation regarding boundary lines, location, encroachment or possession of any Real Property or Mortgaged Real Property and no state of facts existing known to any Credit Party which could give rise to any such claim which could reasonably be expected to have a material adverse effect on the value or utility of such Real Property or Mortgaged Real Propertyclaim, except as set forth therein.