Common use of Mortgages; Title Insurance; Survey Clause in Contracts

Mortgages; Title Insurance; Survey. Agent shall have received: (i) fully executed counterparts of deeds of trusts, mortgages and similar documents in each case in form and substance reasonably satisfactory to Agent (each a "Mortgage" and collectively, the "Mortgages"), which Mortgages shall cover such of the real property owned by Borrower as shall be listed in Schedule 6.11(c) (each a "Mortgaged Property" and collectively, the "Mortgaged Properties"), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien on each Mortgaged Property subject only to Permitted Liens in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders on the Initial Borrowing Date; (ii) mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurance companies satisfactory to Agent (the "Mortgage Policies") in amounts satisfactory to Agent insuring Agent that the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, and the Mortgage Policies shall be in form and substance satisfactory to Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that Agent or the Required Lenders in their discretion may request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as Agent in its reasonable discretion may request; and (iii) a survey, in form and substance reasonably satisfactory to Agent, of each Mortgaged Property listed on Schedule 6.11(c), dated a recent date acceptable to Agent, certified by a licensed professional surveyor in a manner reasonably satisfactory to Agent (provided that to the extent any such survey has not been delivered on the Closing Date, Borrower shall cause all such surveys to be delivered to Agent promptly following the Closing Date but in no event later than 90 days following the Closing Date, and shall cause the title insurance companies that have issued the Mortgage Policies to issue appropriate endorsements to Agent which effectively remove all survey exceptions from the Mortgage Policies);

Mortgages; Title Insurance; Survey. Agent shall have received: (i) fully executed counterparts of deeds of trusts, mortgages and similar documents in each case in form and substance reasonably satisfactory to Agent (each a "Mortgage" and collectively, the "Mortgages"), which Mortgages shall cover such of the real property owned by Borrower the Subsidiary Guarantors as shall be listed in Schedule 6.11(c) and each real property identified by Agent (each a "Mortgaged Property" and collectively, the "Mortgaged Properties"), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien on each Mortgaged Property subject only to Permitted Liens in favor of Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders on the Initial Borrowing Date; (ii) mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurance companies satisfactory to Agent (the "Mortgage Policies") in amounts satisfactory to Agent insuring Agent that the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, and the Mortgage Policies shall be in form and substance satisfactory to Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that Agent or the Required Lenders in their discretion may request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as Agent in its reasonable discretion may request; (provided that to the extent any such Mortgage Policy has not been delivered on the Fourth Amendment Effective Date, Borrower shall cause all such Mortgage Policies to be delivered to Agent promptly following the Fourth Amendment Effective Date but in no event later than 45 days following the Fourth Amendment Effective Date); and (iii) a survey, in form and substance reasonably satisfactory to Agent, of each Mortgaged Property of a Subsidiary Guarantors listed on Schedule 6.11(c), dated a recent date acceptable to Agent, certified by a licensed professional surveyor in a manner reasonably satisfactory to Agent (provided that to the extent any such survey has not been delivered on the Closing Fourth Amendment Effective Date, Borrower shall cause all such surveys to be delivered to Agent promptly following the Closing Fourth Amendment Effective Date but in no event later than 90 days following the Closing Fourth Amendment Effective Date, and shall cause the title insurance companies that have issued the Mortgage Policies to issue appropriate endorsements to Agent which effectively remove all survey exceptions from the Mortgage Policies);

Mortgages; Title Insurance; Survey. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgages, deeds of truststrust or deeds to secure debt, mortgages and similar documents in each case in form and substance reasonably satisfactory to the Administrative Agent (as modified, supplemented or amended from time to time, each a "Mortgage" and and, collectively, the "Mortgages"), which Mortgages shall cover such of the real property Real Property, if any, owned or leased by the U.S. Borrower and its Domestic Subsidiaries as shall be listed in designated as a Mortgaged Property on Schedule 6.11(c) III (each a "Mortgaged Property" and and, collectively, the "Mortgaged Properties"), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on each Mortgaged Property subject only to Permitted Liens in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders on Secured Creditors, subject to such exceptions as are listed in the Initial Borrowing Daterespective Mortgage Policy; (ii) a mortgagee title insurance policies (or binding commitments to issue such title insurance policies) policy on each Mortgaged Property issued by a title insurance companies insurer reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Administrative Agent insuring assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, defects and encumbrances and other Liens except Permitted Liens, Encumbrances and the such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, Agreement and the Notes and the Mortgages and for any other matter that the Administrative Agent or the Required Lenders in their its reasonable discretion may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Administrative Agent in its reasonable discretion may reasonably request; and (iii) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of each Mortgaged Property listed on Schedule 6.11(c), dated a recent date acceptable to AgentProperty, certified by a licensed professional surveyor in a manner reasonably satisfactory to Agent (provided that to the extent any such survey has not been delivered on the Closing Date, Borrower shall cause all such surveys to be delivered to Agent promptly following the Closing Date but in no event later than 90 days following the Closing Date, and shall cause the title insurance companies that have issued the Mortgage Policies to issue appropriate endorsements to Agent which effectively remove all survey exceptions from the Mortgage Policies);Administrative Agent.

Mortgages; Title Insurance; Survey. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of deeds of trustsMortgages, mortgages and similar documents in each case in form and substance reasonably satisfactory to Agent (each a "Mortgage" and collectively, the "Mortgages")Administrative Agent, which Mortgages shall cover such of the real property Real Property owned by the Borrower or any Subsidiary Guarantor and designated as shall be listed in Schedule 6.11(c) (each a "“Mortgaged Property" and collectively, the "Mortgaged Properties")” on Schedule 5.11, together with evidence that counterparts of the such Mortgages have been delivered to the title insurance company insuring the Lien of the such Mortgages for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of Agentthe Collateral Agent desirable, to effectively create a valid and enforceable first priority lien on each Mortgaged Property mortgage lien, subject only to Permitted Liens Encumbrances, on such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders on the Initial Borrowing DateSecured Creditors; (ii) mortgagee title insurance policies UCC-1 Fixture Filings covering each Mortgaged Property; (iii) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or binding commitments other instruments as shall be reasonably deemed necessary by the Administrative Agent in order for the owner or holder of any fee interest constituting such Mortgaged Property to issue grant the Lien contemplated by the Mortgage with respect to such title insurance policiesMortgaged Property; (iv) a Mortgage Policy relating to each Mortgage issued by title insurance companies First American Title Insurance Company (the “Title Company”) reasonably satisfactory to Agent the Collateral Agent, in an insured amount (which amount shall not exceed 100% of the "fair market value of the Mortgaged Property related to the respective Mortgage Policies"Policy) in amounts satisfactory to the Collateral Agent and insuring the Collateral Agent that the Mortgages are each Mortgage creates a valid and enforceable first priority mortgage liens lien on the respective Mortgaged PropertiesProperty subject thereto, free and clear of all defects, defects and encumbrances and other Liens except Permitted Liens, and the Encumbrances. Each Mortgage Policies Policy (w) shall be in form and substance reasonably satisfactory to Agent and the Collateral Agent, (x) shall include, as appropriateto the extent available on a commercially reasonable basis in the applicable jurisdiction, an endorsement for supplemental endorsements (including, without limitation, endorsements relating to future advances under this Agreement, the Notes Agreement and the Mortgages Notes, usury, first loss, last dollar, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matter matters that the Collateral Agent or the Required Lenders in their its discretion may reasonably request), (y) shall not include the “standard” title exceptions, the “standard” survey exception or an exception for mechanics' ’ liens, and (z) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its reasonable discretion may reasonably request; and; (iiiv) 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 Mortgage Policies referred to in subsection (iv) above; (vi) (A) a survey, in form and substance reasonably satisfactory to Agent, copy of the existing survey of each Mortgaged Property listed on Schedule 6.11(c)Property, dated together with a recent date “no-change” affidavit, if such are acceptable to Agent, certified by a licensed professional surveyor the Title Company referred to in a manner reasonably satisfactory preceding clause (iv) and sufficient for the Title Company to Agent (provided that to the extent any such survey has not been delivered on the Closing Date, Borrower shall cause all such surveys to be delivered to Agent promptly following the Closing Date but in no event later than 90 days following the Closing Date, and shall cause the title insurance companies that have issued the Mortgage Policies to issue appropriate endorsements to Agent which effectively remove all standard survey exceptions from the Mortgage PoliciesPolicy relating to such Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iv) or (B) a survey of each Mortgaged Property (and all improvements thereon) (a) prepared by a surveyor or engineer licensed to perform surveys in the state, commonwealth or applicable jurisdiction where such Mortgaged Property is located, (b) dated not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property, in which event such survey shall be dated after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty days prior to such date of delivery, (c) certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent in its capacity as such, White & Case LLP and the Title Company, (d) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date or preparation of such survey, and (e) sufficient for the Title Company to remove all standard survey exceptions from the Mortgage Policy relating to such Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iv); (vii) to the extent requested by the Collateral Agent, copies of all leases in which the Borrower or any of its Subsidiaries holds the lessor’s interest or other agreements relating to possessory interests, if any; provided that, to the extent any of the foregoing affect such Mortgaged Property, such agreements shall be subordinate to the Liens of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement (with any such agreement being reasonably acceptable to the Administrative Agent); and (viii) flood certificates covering each Mortgaged Property in form and substance acceptable to the Administrative Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map.