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

Mortgages; Title Insurance; Survey. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgages, deeds of trust or deeds to secure debt, 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, collectively, the "Mortgages"), which Mortgages shall cover such of the Real Property, if any, owned or leased by the U.S. Borrower and its Domestic Subsidiaries as shall be designated as a Mortgaged Property on Schedule III (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, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on each 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 Secured Creditors, subject to such exceptions as are listed in the respective Mortgage Policy; (ii) a mortgagee title insurance policy on each Mortgaged Property issued by a title insurer reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Administrative Agent 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 and encumbrances except Permitted Encumbrances and 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 and the Notes and for any other matter that the Administrative Agent in its reasonable discretion may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance as the Administrative Agent in its discretion may reasonably request; and (iii) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of each Mortgaged Property, certified by a licensed professional surveyor reasonably satisfactory to the Administrative Agent.

Mortgages; Title Insurance; Survey. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgagesMortgages, deeds of trust or deeds to secure debt, 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, collectively, the "Mortgages")Agent, which Mortgages shall cover such of the Real Property, if any, Property owned or leased by the U.S. Borrower or any Subsidiary Guarantor and its Domestic Subsidiaries as shall be designated as a “Mortgaged Property Property” on Schedule III (each a "Mortgaged Property" and, collectively, the "Mortgaged Properties")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, in the reasonable opinion of the Collateral AgentAgent desirable, desirable to effectively create a valid and enforceable first priority mortgage lien lien, subject only to Permitted Encumbrances, on each 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 Secured Creditors, subject to such exceptions as are listed in the respective Mortgage Policy; (ii) a mortgagee title insurance policy on UCC-1 Fixture Filings covering each Mortgaged Property; (iii) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or 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 grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (iv) a Mortgage Policy relating to each Mortgage issued by a title insurer First American Title Insurance Company (the “Title Company”) reasonably satisfactory to the Collateral Agent 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 reasonably satisfactory to the Administrative Collateral Agent assuring and insuring the Collateral Agent that the Mortgages on such Mortgaged Properties 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 and encumbrances except Permitted Encumbrances and such Encumbrances. Each Mortgage Policies Policy (w) shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and 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 and the Notes 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 Administrative Agent in its reasonable discretion may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance as the Administrative Collateral Agent in 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 as the Collateral Agent in its discretion may reasonably request; (v) 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 copy of the existing survey of each Mortgaged Property, together with a “no-change” affidavit, if such are acceptable to the Title Company referred to in preceding clause (iv) and 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) 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 (iiiviii) a survey, flood certificates covering each Mortgaged Property in form and substance reasonably satisfactory acceptable to the Administrative Agent, of each Mortgaged Property, certified by a licensed professional surveyor reasonably satisfactory to the Administrative AgentCollateral 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.

Mortgages; Title Insurance; Survey. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgages, deeds of trust or deeds to secure debttrusts, 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, if any, real property owned or leased by the U.S. Borrower and its Domestic Subsidiaries as shall be designated as a Mortgaged Property on listed in Schedule III 6.11(c) (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 oror desirable, in the reasonable opinion judgment 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 Secured Creditors, subject to such exceptions as are listed in Lenders on the respective Mortgage PolicyInitial Borrowing Date; (ii) a mortgagee title insurance policy on each Mortgaged Property policies (or binding commitments to issue such title insurance policies) issued by a title insurer reasonably insurance companies satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Administrative Agent assuring the Collateral insuring 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, encumbrances and encumbrances other Liens except Permitted Encumbrances Liens, and such the 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, the Notes and the Notes Mortgages and for any other matter that Agent or the Administrative Agent Required Lenders in its reasonable their 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 PropertyProperty 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 Administrative Agent.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. On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterparts of mortgages, deeds of trust or deeds to secure debttrusts, 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, if any, real property owned or leased by the U.S. Borrower and its Domestic Subsidiaries Subsidiary Guarantors as shall be designated as a Mortgaged Property on listed in Schedule III 6.11(c) and each real property identified by Agent (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 oror desirable, in the reasonable opinion judgment 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 Secured Creditors, subject to such exceptions as are listed in Lenders on the respective Mortgage PolicyInitial Borrowing Date; (ii) a mortgagee title insurance policy on each Mortgaged Property policies (or binding commitments to issue such title insurance policies) issued by a title insurer reasonably insurance companies satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Administrative Agent assuring the Collateral insuring 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, encumbrances and encumbrances other Liens except Permitted Encumbrances Liens, and such the 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, the Notes and the Notes Mortgages and for any other matter that Agent or the Administrative Agent Required Lenders in its reasonable their 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; (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 the Administrative Agent, of each Mortgaged PropertyProperty 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 Administrative Agent.extent any such survey has not been delivered on the Fourth Amendment Effective Date, Borrower shall cause all such surveys to be delivered to Agent promptly following the Fourth Amendment Effective Date but in no event later than 90 days following the 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);