Common use of Real Estate Clause in Contracts

Real Estate. The Company will cause to be delivered: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Real Estate. The With respect to (i) the real property leased by the Company will cause or a Guarantor on the Issue Date that forms a part of the Collateral, within 30 days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts and (ii) any real property owned or leased by the Company or a Guarantor that is designated by the Company after the Issue Date as a part of the Collateral, within 30 days after the date of such designation by the Company as Collateral or as soon as practicable thereafter using commercially reasonable efforts, in each case the Company or such Guarantor, as applicable, shall deliver to be deliveredthe Collateral Agent the following: (Aa) a Mortgage encumbering each Mortgaged Property first priority mortgage or deed of trust in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesHolders of the Notes, subject to no Liens other than certain Permitted Liens. Notwithstanding the foregoing, the covenant in this Section 11.06(a) shall be deemed to be satisfied with respect to any mortgage or deed of trust covering leased real property located in a county in which the real property recording office is not accepting filings, if such mortgage or deed of trust (i) has been duly executed by the Company or such Guarantor, as applicable and acknowledged by each Loan Party that (ii) is the owner deposited with an escrow agent together with instructions to record such mortgage or deed of or holder of any interest in such Mortgaged Property, and otherwise in form for recording trust in the appropriate real property records at such time as the applicable recording office of each applicable political subdivision where commences accepting real property filings (each such Mortgaged Property is situatedmortgage or deed of trust, a “Delayed Recording Mortgage”); (b) a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in the form and amount necessary, paid for by the Company, issued by a nationally recognized title insurance company insuring the Lien of such mortgage or deed of trust as a valid first priority Lien (subject to certain Permitted Liens) on the applicable real property described therein, together with such certificatescustomary endorsements, affidavitscoinsurance and reinsurance as reasonably required in transactions of similar size and purpose; provided, questionnaires however, the issuance of each such title insurance policy may take place subsequent to the delivery of the other items required pursuant to this Section 11.06, so long as the title company issuing same is committed to the issuance of such final title insurance policy in substantially the same form as the pro forma policy delivered upon the execution and delivery of the mortgage or returns as deed of trust and all conditions and requirements to such issuance have been satisfied. Notwithstanding the foregoing, with respect to each Delayed Recording Mortgage, the covenant in this Section 11.06(b) shall be deemed to be satisfied if (1) the deliveries required with respect to a Delayed Recording Mortgage pursuant to Section 11.06(a)(i) have been satisfied, and (2) the title company issuing the applicable title insurance policy is committed to issuing such final title insurance policy in the same form as the pro forma policy upon the recordation of the applicable Delayed Recording Mortgage; (c) such surveys (or any updates or affidavits of no change) that the title insurance company may reasonably request in connection with the recording or filing thereof issuance of the title insurance policies and sufficient for the title insurance company to create a lien under applicable requirements of law, remove the standard survey exception and such financing statements and any other instruments necessary to grant a mortgage lien under issue the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agentsurvey related endorsements; (Bd) [Reserved]if and to the extent available using commercially reasonable efforts, any consents or estoppels reasonably necessary or advisable in connection with the granting of a mortgage or deed of trust or reasonably requested by the title insurance company issuing the title insurance policies; (Ce) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties opinions in each jurisdiction (i) where a Mortgaged Property the property subject to the mortgage or deed of trust is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery perfection and enforceability of each such Mortgage, the corporate formation, existence and good standing mortgage or deed of the applicable Loan Party, trust and such other matters incidental thereto, and the authority to do business in, and good standing of, the Company and/or the applicable Guarantor, in such jurisdiction; (f) such affidavits, certificates and indemnifications as shall be reasonably requested by the title insurance company to issue the title insurance policies, including any updated or new affidavits, certificates and indemnification as the title company may require as a result of a Delayed Recording Mortgage and the issuance of the final title insurance policies in connection therewith, and evidence of payment by the Company of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgages and deeds of trust; (g) with respect to each leased real property subject to a mortgage or deed of trust, a complete copy of each lease and evidence that a short form lease or lease memorandum has or will be been duly recorded in the local real estate records; and (h) with respect to each leased real property subject to a mortgage or deed of trust, if and to the extent available using commercially reasonable efforts, copies of valid, binding and enforceable landlord agreements conferring on the Collateral Agent rights of default notice, cure opportunity or other customary leasehold lender protections as may be reasonably requested by the Administrative Collateral Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Real Estate. The Company will cause to be delivered: (A) a Mortgage encumbering each Mortgaged Property in favor Section 5.23 of the Administrative AgentXxxxxx Disclosure Schedule sets forth a complete and accurate list of each parcel of real property that Xxxxxx or its Subsidiaries purports to own, for lease, license, use, or occupy, and that consists of more than thirty thousand (30,000) square feet of space or upon which an uplink, ground station, broadcasting facility, transmission facility or reception facility is located (each, a "Material Real Property"). Complete and accurate copies of all material agreements relating to the benefit ownership, occupancy, or use of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) Material Real Properties have been paid made available to the Purchaser. Each of Xxxxxx and its Subsidiaries: (a) prepared by a surveyor reasonably acceptable has good and marketable (or indefeasible in jurisdictions where the term "marketable" is not customarily used) title in fee simple (or freehold estate in jurisdictions where the term "fee simple" is not customarily used) to the Administrative Agent, (b) dated real property Xxxxxx or re-certificated not earlier than three months prior its Subsidiaries purports to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Propertyown; and (b) has valid and subsisting leasehold interests in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence all of the payment of premiums in respect thereof in form and substance reasonably satisfactory leased real property Xxxxxx or its Subsidiaries purports to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably requestlease, in each case free and clear of any Encumbrances, other than Permitted Encumbrances and Encumbrances which have not had and would not reasonably be expected to have, in form the aggregate, a Xxxxxx Material Adverse Effect. Each parcel of real property owned or leased by Xxxxxx or its Subsidiaries (including all buildings, structures, improvements and substance fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects (i) is in good operating condition and repair and is structurally sound and free of defects, with no alterations or repairs being required thereto under Applicable Law or insurance company requirements; and (ii) is otherwise suitable, sufficient, adequate and appropriate in all respects (including physical, structural, operational, legal, practical and otherwise) for its current use, operation and occupancy, and for the conduct of Xxxxxx' and its Subsidiaries' businesses as currently conducted, except, in each such case, for such failures to meet such standards as have not had and would not be reasonably satisfactory expected to have, in the aggregate, a Xxxxxx Material Adverse Effect. No Material Real Property of Xxxxxx or any of its Subsidiaries is subject to any sales contracts, option, right of first refusal or similar agreement or arrangement with any third party, other than those which have not had and would not reasonably be expected to have, in the aggregate, a Xxxxxx Material Adverse Effect. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Administrative AgentKnowledge of Xxxxxx, is threatened, with respect to or that would affect, any Material Real Property of Xxxxxx or its Subsidiaries, except for such proceedings as have not had and would not reasonably be expected to have, in the aggregate, a Xxxxxx Material Adverse Effect. Notwithstanding Neither Xxxxxx nor any of its Subsidiaries has given, nor have they received, any notice that a breach or an event of default exists, and to the foregoingKnowledge of Xxxxxx, no condition or event has occurred that with the Administrative Agent shall not enter into giving of notice or the lapse of time or both, would constitute a breach or event of default, by Xxxxxx or any Mortgage in respect of any real property of Borrower its Subsidiaries or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered Person, with respect to the Lenders (which may be delivered electronically) the following any agreements, contracts, arrangements, deeds, options, deeds of trust, mortgages, leases, covenants, conditions, restrictions, easements or other documents in respect granting to Xxxxxx or any of such its Subsidiaries title to or an interest or right in, or otherwise affecting, real property: (i) a completed flood hazard determination from a third party vendor; (ii) if , except for such real property is located in a “special flood hazard area”breaches and events of defaults as have not had and would not be reasonably expected to have, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is locatedaggregate, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)a Xxxxxx Material Adverse Effect.

Real Estate. The Company will cause Receipt by DOE of: (i) with respect to be deliveredthe Turtle Creek Project Site: (A) a Mortgage encumbering each over the tenant’s leasehold interest in the Turtle Creek Project Site, executed and delivered by the applicable tenant and in appropriate form for recording in Official Records of Allegheny County Division of Real Estate Office, Pennsylvania; (B) (1) evidence of a valid leasehold interest in the Turtle Creek Project Site, (2) a fully executed amendment to the Mortgaged Property in favor of the Administrative Agent, Leases for the benefit of Turtle Creek Project Site, authorizing the Secured Parties, duly executed and acknowledged by each Loan Party that is Mortgage on the owner of or holder of any tenant’s leasehold interest in such Mortgaged Property, and otherwise in form acceptable to DOE, (3) a memorandum of each lease of the Turtle Creek Project Site in appropriate recordable form and (4) an estoppel certificate from the lessor counterparty to each lease of the Turtle Creek Project Site disclosing no defaults by the tenant thereunder and otherwise in form acceptable to DOE; (C) evidence that all easements, rights-of-way, zoning compliances, and other land rights necessary for recording the Turtle Creek Project Site shall have been obtained and are not subject to any contest, dispute or appeal, including, all easements, rights-of-way, zoning compliances, occupancy permits and other land rights required to be obtained by any Major Project Participant pursuant to the Transaction Documents to which such Major Project Participant is a party or that are necessary for the performance of its obligations under such Transaction Documents (including, if required by DOE, zoning reports or zoning letters from applicable Governmental Authorities); (D) evidence that: (A) no part of the improvements shall have suffered any significant damage by fire or other casualty which has not been repaired; (B) no condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against any of the Real Property of the Turtle Creek Project Site; (C) no part of the improvements shall be located beyond the boundaries of the area subject to the environmental review under NEPA; (E) with respect to the tenant’s leasehold interest in the Turtle Creek Project Site, a pro forma policy of title insurance, dated as of the Execution Date (with gap coverage through the recording office date of each applicable political subdivision where each such Mortgaged Property is situatedthe Mortgage in the Official Records of Allegheny County Division of Real Estate Office, Pennsylvania (if occurring after the Execution Date)) together with such certificatesthe endorsements identified in this clause (v), affidavitsin an amount equal to six million Dollars ($6,000,000) in the aggregate, questionnaires or returns as shall be required in connection with issued by the recording or filing thereof to create a lien under applicable requirements of lawTitle Company, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory acceptable to Administrative Agentthe Secured Parties (such title proforma, the “Title Pro Forma”), and an irrevocable commitment from the Title Company (such commitment to be in a closing instruction letter in form and substance acceptable to the Secured Parties) to issue an ALTA Mortgage Loan Policy of Title Insurance (Form No. 1056.06 dated 6-17-06) together with all endorsements and affirmative coverages required by DOE, including an ALTA 32.2 or equivalent endorsement for the Project as modified by an ALTA 33 endorsement for the Project, ensuring that the Mortgage creates a legal, valid and enforceable First Priority Lien on the tenant’s leasehold interest in the Turtle Creek Project Site, easements and other interests in Real Property created under the Real Property Documents and other interests in real property (including improvements) described in the Mortgage subject only to Permitted Liens; and (F) true, correct and complete copies of any related material documents requested by XXX; (ii) as of the Tranche 3 First Advance Date, with respect to the Duquesne Project Site: (A) a Mortgage over the tenant’s leasehold interest in the Duquesne Project Site, executed and delivered by the applicable tenant and in appropriate form for recording in Official Records of Allegheny County Division of Real Estate Office, Pennsylvania; (B) (1) evidence of a valid leasehold interest in the Duquesne Project Site, (2) a memorandum of each lease of the Duquesne Project Site in appropriate recordable form, and (3) an estoppel certificate from the lessor counterparty to each lease of the Duquesne Project Site disclosing no defaults by the tenant thereunder and otherwise in form acceptable to DOE; (C) evidence that all easements, rights-of-way, zoning compliances, and other land rights necessary for the Duquesne Project Site shall have been obtained and are not subject to any contest, dispute or appeal, including, all easements, rights-of-way, zoning compliances, occupancy permits and other land rights required to be obtained by any Major Project Participant pursuant to the Transaction Documents to which such Major Project Participant is a party or that are necessary for the performance of its obligations under such Transaction Documents (including, if required by DOE, zoning reports or zoning letters from applicable Governmental Authorities); (D) evidence that: (A) no part of the improvements shall have suffered any significant damage by fire or other casualty which has not been repaired; (B) no condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against any of the Real Property of the Duquesne Project Site; (C) no part of the improvements shall be located beyond the boundaries of the area subject to the environmental review under NEPA; (E) true, correct and complete copies of any related material documents requested by XXX; and (F) evidence that the Mortgaged Lease for the Duquesne Project Site authorizes the leasehold mortgage, subordinates the landlord’s interests in the Collateral, if any, to those of DOE and provides for any required approval from landlord’s lender. (iii) [Reserved]; (Civ) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable with respect to the Administrative Agenttenant’s leasehold interest in the Duquesne Project Site, a pro forma policy of title insurance (b) dated or re-certificated not earlier than three months prior to with gap coverage through the recording date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated Mortgage in the United StatesOfficial Records of Allegheny County Division of Real Estate Office, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) abovePennsylvania) together with the endorsements identified in this clause (v), in an “affidavit of no change” is delivered amount equal to six million Dollars ($6,000,000) in the Administrative Agent; (D) favorable written opinionsaggregate, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested issued by the Administrative AgentTitle Company, each in form and substance reasonably satisfactory acceptable to the Administrative Agent; Secured Parties (E) (I) such title proforma, the “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(bTitle Pro Forma”), and an irrevocable commitment from the Title Company (z) evidence of the payment of premiums such commitment to be in respect thereof a closing instruction letter in form and substance reasonably satisfactory acceptable to the Administrative AgentSecured Parties) to issue an ALTA Mortgage Loan Policy of Title Insurance (Form No. 1056.06 dated 6-17-06) together with all endorsements and affirmative coverages required by DOE, including an ALTA 32.2 or equivalent endorsement for the Project as modified by an ALTA 33 endorsement for the Project, ensuring that the Mortgage creates a legal, valid and enforceable First Priority Lien on the tenant’s leasehold interest in the Duquesne Project Site, easements and other interests in Real Property created under the Real Property Documents and other interests in real property (including improvements) described in the Mortgage subject only to Permitted Liens; (v) [Reserved]; (vi) evidence that the Borrower: (i) has in place all power, water, wastewater, transportation, communications and other utilities and infrastructure necessary for construction and operation of the Project at the applicable Project Site in accordance with the relevant Project Documents and all Required Approvals related to the foregoing utilities and infrastructure have been obtained and are final and Non-Appealable; and (ii) has secured for each utility the capacity necessary to sustain operations for the Project; and (Fvii) such other documents the Administrative Agent may reasonably requesttrue, in each case in form correct and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect complete copies of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following related material documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt requested by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)XXX.

Real Estate. The Company On or prior to the Issue Date, or as reasonably practicable after the Issue Date, but in no event later than 45 days after the Issue Date (such time and date, the “Mortgage Closing Date”), the Issuer and the Guarantors will cause deliver to be deliveredthe Collateral Trustee: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor the favorable opinions of Xxxxxxx Xxxxx LLP, Xxxxxxxxxx & Xxxxxxx, P.A., Xxxxxxxxx Xxxxx, P.C. and XxXxxxx Xxxxx LLP, counsel for certain Guarantors, or other counsel reasonably acceptable to the Administrative AgentCollateral Trustee, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent;Collateral Trustee. (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in modifications to or amendments and restatements of the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area deeds of trust, trust deeds and mortgages delivered pursuant to the Flood Insurance LawsTerm Loan Credit Agreement (the “Existing Mortgages”) in substantially the form delivered in July 2007 in connection with the Term Loan Credit Agreement (with such changes as may be required to account for local law matters and the substitutions of the beneficiary or mortgagee thereunder) and covering the Refineries and Pipeline System and amending the first priority Lien thereon (in each case as the same may be amended from time to time, (xthe “Mortgages”) to secure on a notice about special flood hazard area status pari passu basis the Term Loan Obligations and flood disaster assistancethe Notes Obligations under this Indenture, duly executed by the CompanyIssuer or the appropriate Subsidiary, together with: (i) evidence that counterparts of the Mortgages have been either (x) duly recorded on or before the Mortgage Closing Date or (y) evidence duly executed, acknowledged and delivered in form suitable for filing or recording in all filing or recording offices that the Collateral Trustee shall deem reasonably necessary or in its reasonable judgment desirable in order to create a valid first and subsisting Lien on the property described therein in favor of flood insurance as the Collateral Trustee for the benefit of the Term and to the extent required by Section 7.03(b)Notes Secured Parties, and that all filing and recording taxes and fees have been paid (zincluding any mortgage recording taxes) evidence of the payment of premiums in respect thereof in form and substance (or arrangements reasonably satisfactory to the Administrative Agent; Collateral Trustee have been made for such payment), and that all other actions necessary to perfect and protect the liens secured by the Mortgages have been taken, (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in the form, with the endorsements, and in the amounts of the title insurance policies insuring the Existing Mortgages. The Mortgage Policies shall be issued by the title insurers that issued the existing policies from 2007 or, if such title insurers are unable or unwilling to issue such policies, such policies may be issued by a nationally recognized title company satisfactory to the Collateral Trustee, in either case in the form of the 2007 title policies (taking into account the additional property in El Paso Refinery and other Permitted Liens). The Mortgage Policies shall insure the Mortgages covering the Refineries and Pipeline System to be valid first and subsisting liens on the property described therein, free and clear of all defects and encumbrances, excepting only the Liens and other matters included as exceptions on such existing title policies and Permitted Liens. To the extent that the Issuer is in the position to deliver all of the items set forth in this Section 4.20 except for Mortgage Policies with the deletion of creditors’ rights exclusion, the Issuer shall deliver all such items, including the Mortgage Policies without such exclusion, and shall use all commercially reasonable efforts to deliver, no later than the Mortgage Closing Date, the Mortgage Policies with such creditors’ rights exclusion, (iii) copies of any existing surveys of the Property, and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (iiv) a completed flood hazard determination certificate from a third party vendor; (iithe Issuer confirming that insurance complying with Section 4.16(a) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)effect.

Real Estate. The (i) On or prior to the date that is 60 days after the Closing Date, Company will cause shall have delivered to be deliveredAdministrative Agent: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly Fully executed and acknowledged by each Loan Party that is the owner of or holder of any interest notarized Mortgages in such Mortgaged Property, and otherwise in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the recording office Property listed on Schedule 6.11(a)(i); ------------------- (B) An opinion of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as counsel (which counsel shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged state in which any such Property is located and (ii) where with respect to the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each the form(s) of Mortgages to be recorded in such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, state and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. ; (1) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company satisfactory to Administrative Agent with respect to the Property listed on Schedule 6.11(a)(i), in amounts not less than the respective ------------------- amounts designated therein with respect to any particular Property, insuring fee simple title to each such Property vested in Company and assuring Administrative Agent that the applicable Mortgage creates valid and enforceable mortgage Liens on the respective Property encumbered thereby subject only to a standard survey exception, which policies (y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Administrative Agent and (z) shall provide for affirmative insurance and such reinsurance as Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Administrative Agent; and (2) evidence satisfactory to Administrative Agent that Company has delivered to the title company all certificates and affidavits required by the title company in connection with the issuance of the policies and paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company in connection with the issuance of the policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the appropriate real estate records; (D) With respect to each Property listed on Schedule -------- 6.11 (a) (i), a title report issued by the title company with respect ---------- thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Administrative Agent; (E) Copies of all recorded documents listed as exceptions to title or otherwise referred to in the policies or in the title reports delivered pursuant to subsection (D); and (1) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether any Property is a Flood Hazard Property and the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program; (2) if there are any such Flood Hazard Properties, Company's written acknowledgement of receipt of written notification from Administrative Agent (y) as to the existence of each such Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) in the event that any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System. (ii) In the event that the pending sale of any of the Properties listed on Schedule 6.11(a)(ii) is not consummated on or prior to the date -------------------- that is 90 days after the Closing Date, Company will notify Administrative Agent of that fact and promptly execute and deliver to Administrative Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Administrative Agent. (iii) In the event that a contract of sale is not entered into by Company within 120 days after the Closing Date with respect to any of the Properties listed on Schedule 6.11(a)(iii), Company will notify --------------------- Administrative Agent of that fact and promptly execute and deliver to Administrative Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Administrative Agent; provided, however, that in the event a contract of -------- ------- sale is entered into with respect to any such Property during such period and a sale is not consummated on or prior to the date that is Notwithstanding the foregoing, in the Administrative Agent shall not enter into event that any Mortgage in respect of any real property of Borrower Property listed on Schedule 6.11(a)(ii) or any other Loan Party until (1Schedule 6.11(a)(iii) becomes a Principal Property prior -------------------- --------------------- to the date that occurs 45 days after the Administrative Agent has delivered on which a Mortgage with respect to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice Property is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is locateddelivered, evidence of required flood insurance and (2) the Administrative Agent Company shall have received written confirmation from each of no obligation to make the Lenders that flood insurance due diligence and flood insurance compliance has been completed by deliveries or take the Lenders (actions set forth above with respect to such written confirmation not to be unreasonably conditioned, withheld or delayed)Property.

Real Estate. (a) The Company will cause applicable Loan Party shall (i) in the case of any Owned Real Estate with a fair market value in excess of $750,000 individually and $1,500,000 in the aggregate (“Material Owned Real Estate”) in existence as of the Closing Date, execute and deliver to the Administrative Agent on the Closing Date a Mortgage with respect to such Owned Real Estate and (ii) in the case of any Owned Real Estate acquired after the Closing Date, execute and deliver to the Collateral Agent on the date such Material Owned Real Estate is acquired, a Mortgage with respect to such Material Owned Real Estate; (b) At the Collateral Agent’s request, the Borrowers shall deliver contemporaneously with the Mortgage required in respect of such Owned Real Estate, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or marked-up title insurance commitments having the effect of a policy of title insurance) (the “Mortgage Policies”) in form and substance, with the endorsements reasonably required by the Agents and in amounts reasonably acceptable to the Agents (provided that such amounts shall not exceed the Real Estate Appraised Value of the applicable Mortgaged Property) and subject to the reasonable local customs and requirements of law in the jurisdiction in which such Real Estate exists, issued, coinsured and reinsured (to the extent required by the Agents) by title insurers reasonably acceptable to the Agents, insuring the Mortgages to be delivered:valid first priority Liens on the property, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances; (Ac) a Mortgage encumbering each Mortgaged Property in favor In the case of any Material Owned Real Estate (other than the Owned Real Estate located at Xxx Xxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxx 00000), at Collateral Agent’s request, the Borrowers shall, contemporaneously with the delivery of the Administrative Mortgage, deliver with respect to any Owned Real Estate identified by Collateral Agent, for the benefit of the Secured PartiesAmerican Land Title Association/American Congress on Surveying and Mapping form surveys, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be made in form accordance with the 2011 Minimum Standard Detailed Requirements for such surveys, shall include items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 11(a), 13, 14, 16 and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey 18 of each Mortgaged Property for which Table A with all necessary fees (where applicable) have having been paid (a) prepared paid, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Administrative Collateral Agent, (b) dated showing all buildings and other improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and other requirements reasonably requested by Collateral Agent and the absence of encroachments, either by such improvements or re-certificated not earlier on to such property, and other defects, other than three months prior to the date of such delivery or such encroachments and other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be defects reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Collateral Agent; (Dd) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such MortgageAt Collateral Agent’s request, the corporate formationBorrowers shall, existence and good standing within a reasonable amount of time following the applicable Loan Partyacquisition after the Closing Date of any Material Owned Real Estate, and such other matters as may be reasonably requested deliver with respect to any Material Owned Real Estate identified by the Administrative Collateral Agent, each Phase I Environmental Site Assessment in accordance with 40 CFR Part 312, ASTM Standard E1527-05 or their successors, in form and substance reasonably satisfactory to the Administrative AgentAgents, from an environmental consulting firm reasonably acceptable to the Agents, which report shall evaluate the Real Estate for the presence of current or historic recognized environmental conditions and, if recognized environmental conditions are identified, shall to the extent possible quantify any related costs and liabilities, associated with such conditions and the Collateral Agent shall be satisfied with the nature and amount of any such matters, and (ii) if reasonably requested by the Collateral Agent after receipt of a Phase I Environmental Site Assessment that identifies a recognized environmental condition, such further environmental assessments or reports to the extent such further assessments or reports are recommended in the Phase I Environmental Site Assessment or are otherwise required by Environmental Laws; (Ee) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant The applicable Loan Party shall deliver to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by Collateral Agent contemporaneously with the Company, (y) Mortgage required in respect of such Material Owned Real Estate evidence of flood insurance naming the Collateral Agent as and mortgagee to the extent required by Section 7.03(b6.07(f), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (Ff) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other The applicable Loan Party until (1) shall deliver contemporaneously with the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents Mortgage required in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if Material Owned Real Estate such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact other information and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt documents as may be reasonably requested by the Loan Party of Collateral Agent, including, without limitation, such notice; and (iii) if such notice is required as may be necessary to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)comply with FIRREA.

Real Estate. The (a) SCHEDULE 3.14(a) sets forth a list of each parcel of real property owned by the Company will cause on the date hereof (the "Owned Properties"), which Schedule sets forth with respect to be deliveredeach such parcel (A) the legal description, including street address, of such parcel, (B) a brief description (including size and function) of the principal improvements and buildings on such parcel, and (C) the title insurance policy relating to such parcel, all of which policies have previously been delivered or made available to AVS by the Company. With respect to each such parcel of Owned Property: (Ai) a Mortgage encumbering The Company has good and marketable title to each Mortgaged Property parcel of Owned Property, free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable and delinquent; (y) recorded easements, covenants, and other restrictions which do not impair in favor any material respect the current use, occupancy or value of the Administrative Agentproperty subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on SCHEDULE 3.14(a); (ii) There are no pending or to the knowledge of the Shareholders threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof (except as reflected on the title insurance policies included in SCHEDULE 3.14(a)); (iii) The legal descriptions for the benefit parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Secured Partiesdescribed parcels of land, duly executed are not in violation in any material respect of applicable setback requirements, local comprehensive plan provisions, zoning laws and acknowledged ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by each Loan Party that is the owner of or holder of any interest in such Mortgaged PropertyGovernmental Authority, and otherwise in form do not encroach on any easement which may burden the land; the land does not serve any adjoining property for recording in any purpose inconsistent with the recording office use of each applicable political subdivision where each the land; and the Owned Properties are not located within any flood plain (such Mortgaged Property is situatedthat a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) To the knowledge of the Shareholders, together with such certificates, affidavits, questionnaires or returns as shall be all facilities have received all material approvals of Governmental Authorities (including licenses and permits) required in connection with the recording ownership or filing operation thereof and have been operated and maintained in all material respects in accordance with applicable laws, ordinances, rules and regulations; (v) There are no Contracts granting to create a lien under applicable requirements any party or parties the right of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws use or occupancy of any applicable jurisdictionportion of the parcels of Owned Property; (vi) There are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; (vii) There are no parties (other than the Company) in possession of the parcels of Owned Property; (viii) All facilities located on the parcels of Owned Property are supplied with utilities and other services reasonably necessary for the operation of such facilities, in their current manner, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which shall be services are adequate in form accordance with all applicable laws, ordinances, rules and substance reasonably satisfactory to Administrative Agentregulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property; (ix) Each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or threatened termination of the foregoing access rights; (x) All improvements and buildings on the Owned Property are in reasonably good repair and are safe for occupancy and use, free from termites or other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the use of such Owned Property in the manner in which presently used in each case above, normal wear and tear excepted; (xi) There are no material service contracts, management agreements or similar agreements which affect the parcels of Owned Property; and (xii) The Company has not received notice of (a) any condemnation proceeding with respect to any portion of any parcel of Owned Property or any access thereto; and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any parcel of Owned Property, and no such special assessment is contemplated by any Governmental Authority (other than any applicable special assessment included the current property tax xxxx). (b) SCHEDULE 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which the Company is a party (copies of which have previously been furnished to AVS), in each case setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, (B) [Reserved]; the legal description, including street address, of each property covered thereby, and (C) a survey brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease in any material respect. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. There is no material breach or anticipated material breach by any other party to such Leases. With respect to each Mortgaged Property for which such Leased Premises: (i) The Company has valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever, other than customary utility easements that do not have a Material Adverse Effect on the use of such property; (ii) The portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition in all necessary fees material respects, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat; (where applicableiii) have been paid Each of the Leased Premises (a) prepared has direct access to public roads or access to public roads by means of a surveyor perpetual access easement, such access being sufficient to satisfy the current and reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the anticipated normal transportation requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each Company's business as presently conducted at such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Propertyparcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the event any current normal business activities as conducted at such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agentparcel; and (Fiv) such other documents The Company has not received notice of (a) any condemnation proceeding with respect to any portion of the Administrative Agent may reasonably requestLeased Premises or any access thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding knowledge of the foregoingShareholders, no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered Leased Premises, and to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence knowledge of the receipt Shareholder, no such special assessment is contemplated by any Governmental Authority (other than any applicable special assessment included the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real current property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedtax xxxx).

Real Estate. The Company will cause to be delivered: (Ai) a A First Lien Mortgage encumbering each Post-Closing First Lien Mortgaged Property in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party Obligor that is the owner of or holder of any interest in such Post-Closing First Lien Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Post-Closing First Lien Mortgaged 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 valid, perfected First Priority Lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien Lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent;the Agents. (Bii) [Reserved];A Second Lien Mortgage encumbering each Second Lien Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Obligor that is the owner of or holder of any interest in such Second Lien Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Second Lien Mortgaged 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 valid, perfected Second Priority Lien under applicable law, and such financing statements and any other instruments necessary to grant a mortgage Lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Agents. (Ciii) a survey Mortgagee’s title insurance policies in favor of the Collateral Agent for the benefit of the Secured Parties in amounts and in form and substance satisfactory to the Agents and issued by the Title Company, with respect to each Initial First Lien Mortgaged Property, Post-Closing First Lien Mortgaged Property for which and Second Lien Mortgaged Property, insuring that title to each such property is marketable and that the interests created by each Mortgage on such property constitute valid first or second Liens thereon, as applicable, free and clear of all necessary fees (where applicable) have been paid defects and encumbrances other than Liens permitted pursuant to clauses (a) prepared by a surveyor reasonably acceptable to the Administrative Agent), (be), (f), (i) dated and (j) of Section 7.2.3 and as otherwise approved by the Agents, and such policies shall also include a current survey reading, and, if required by the Agents and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement, “tie-in” or re-certificated not earlier than three months prior “cluster” endorsements (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to the date of such delivery or a stated maximum coverage amount), first loss and last dollar endorsements, and such other date endorsements as may the Agents shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon. (iv) Legal opinions of local counsel reasonably satisfactory to the Administrative Agent in its sole discretion, (cAgents with respect of each of the Mortgages delivered pursuant to Section 7.1.10(a)(i) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized), regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may which legal opinions shall be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent;Agents. (Ev) With respect to each Initial First Lien Mortgaged Property, Post-Closing First Lien Mortgaged Property and Second Lien Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements, recordable leases or memoranda of lease or other instruments as necessary or required to consummate the Transaction or as shall reasonably be deemed necessary by the Agents in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the applicable Mortgage with respect to such Mortgaged Property, and for the Collateral Agent to preserve the priority of the Lien of the Mortgage against all Persons, to preserve any leasehold interest constituting a Mortgaged Property, to exercise remedies in respect of each Mortgage in a commercially reasonable manner and to succeed to any leasehold interest constituting such Mortgaged Property, in each case in a manner reasonably satisfactory to the Agents. (Ivi) With respect to each Initial First Lien Mortgaged Property, Post-Closing First Lien Mortgaged Property and Second Lien Mortgaged Property, copies of all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreements related to possessory interests, if any, in which the applicable Obligor holds the lessor’s interest thereunder. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination agreement, and shall otherwise be acceptable to the Agents. (vii) With respect to each Initial First Lien Mortgaged Property, Post-Closing First Lien Mortgaged Property and Second Lien Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “Life-of-Loangap” Federal Emergency Management Agency Standard Flood Hazard Determination indemnification) as shall be required to induce the Title Company to issue the title policies and endorsements contemplated herein. (viii) A Survey with respect to each Initial First Lien Mortgaged Property; , Post-Closing First Lien Mortgaged Property and Second Lien Mortgaged Property. (bix) in Such other approvals, opinions, or documents as the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof Agents may reasonably request in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably requestAgents including consents and estoppel agreements from landlords, in each case in form and substance reasonably satisfactory to the Administrative AgentLead Arrangers and the Title Company. Notwithstanding any of the foregoing, the Administrative Agent Agents shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date be reasonably satisfied that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence none of the receipt by the Loan Party of such notice; and (iii) if such notice is required properties purported to be provided to the applicable Loan Party and flood insurance covered by any Second Lien Mortgage is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Excluded Second Lien Collateral.

Real Estate. The Company will cause to be delivered: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reservedreserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative AgentAgent ; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).and

Real Estate. (a) The Company will cause Fennxxx Xxxpanies do not own any real property or any interest therein except as set forth on Schedule 3.14(a) (the "Owned Properties"), which Schedule sets forth the location and size of, and principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to be deliveredeach such parcel of Owned Property: (Ai) a Mortgage encumbering each Mortgaged Property in favor The Fennxxx Xxxpanies have good and marketable title to the parcel of Owned Property, free and clear of any Lien other than (x) liens for real estate taxes currently due and payable but not yet delinquent; (y) recorded easements, covenants, and other restrictions which do not materially impair the current use of the Administrative Agentproperty subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), all of which policies have been previously delivered or made available to Republic by the Fennxxx Xxxpanies; (ii) there are no pending or, to the knowledge of the Fennxxx Xxxpanies, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties affecting adversely and materially the current use thereof; (iii) the legal descriptions for the benefit parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Secured Partiesdescribed parcels of land, duly executed are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and acknowledged by each Loan Party ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that is a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the owner use thereof have not been obtained; (iv) to the knowledge of or holder the Fennxxx Xxxpanies, all facilities have received all approvals of any interest in such Mortgaged Property, Governmental Authorities (including licenses and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be permits) required in connection with the recording ownership or filing operation thereof and have been operated and maintained substantially in accordance with applicable laws, ordinances, rules and regulations in all material respects; (v) there are no Contracts granting to create a lien under applicable requirements any party or parties the right of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws use or occupancy of any applicable jurisdictionportion of the parcels of Owned Property, except as set forth on Schedule 3.14(a); (vi) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Fennxxx Companies) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled; (viii) to the knowledge of the Fennxxx Xxxpanies, all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which shall be services are adequate in form accordance with all applicable laws, ordinances, rules and substance reasonably satisfactory to Administrative Agentregulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property; (ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or threatened termination of the foregoing access rights; (x) except for matters or conditions which would not reasonably, individually or in the aggregate, have a Material Adverse Effect on the Fennxxx Xxxpanies, all improvements and buildings on the Owned Property are in good repair (reasonable wear and tear excepted) and are safe for occupancy and use, free from termites or other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the use of such Owned Property in the manner in which presently used; and (xi) there are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except as set forth on Schedule 3.14(a). (b) Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which any of the Fennxxx Xxxpanies is a party (copies of which have previously been furnished to Republic), in each case, setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, (B) [Reserved]; the legal description, including street address, of each property covered thereby, and (C) a survey brief description (including size and function) of each Mortgaged Property for which all necessary fees the principal improvements and buildings thereon (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable the "Leased Premises"), to the Administrative Agentknowledge of the Fennxxx Xxxpanies, (b) dated or reall of which are within the property set-certificated back and building lines of the respective property. The Leases are in full force and effect and have not earlier than three months prior been amended except as set forth on Schedule 3.14(b), and to the date knowledge of the Fennxxx Xxxpanies, no party thereto is in default or breach under any such Lease. To the knowledge of the Fennxxx Xxxpanies, no event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such delivery or such other date as may be reasonably satisfactory to Leases. To the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing knowledge of the applicable Loan PartyFennxxx Xxxpanies, and there is no breach or anticipated breach by any other party to such other matters Leases. Except as may be reasonably requested by the Administrative Agentset forth on Schedule 3.14(b), each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Propertysuch Leased Premises: (i) The Fennxxx Xxxpanies have valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever; (ii) Except for matters or conditions which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Fennxxx Xxxpanies, the portions of the buildings located on the Leased Premises that are used in each of the Fennxxx Xxxpanies' businesses are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy each of the Fennxxx Xxxpanies' current and reasonably anticipated normal business activities as conducted thereat; (iii) Each of the Leased Premises (a) has direct access to public roads or access to public roads by means of a perpetual access easement; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the event any current normal business activities as conducted at such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agentparcel; and (Fiv) such other documents None of the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory Fennxxx Xxxpanies has received notice of (a) any condemnation proceeding with respect to any portion of the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower Leased Premises or any other Loan Party until access thereto; or (1b) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (any special assessment which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence affect any of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Leased Premises.

Real Estate. The (i) On or prior to the date that is 60 days after the Closing Date, Company will cause shall have delivered to be deliveredAdministrative Agent: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly Fully executed and acknowledged by each Loan Party that is the owner of or holder of any interest notarized Mortgages in such Mortgaged Property, and otherwise in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the recording office Property listed on Schedule 6.11(a)(i); ------------------- (B) An opinion of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as counsel (which counsel shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged state in which any such Property is located and (ii) where with respect to the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each the form(s) of Mortgages to be recorded in such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, state and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent; (1) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company satisfactory to Administrative Agent with respect to the Property listed on Schedule 6.11(a)(i), in amounts not less than the respective ------------------- amounts designated therein with respect to any particular Property, insuring fee simple title to each such Property vested in Company and assuring Administrative Agent that the applicable Mortgage creates valid and enforceable mortgage Liens on the respective Property encumbered thereby subject only to a standard survey exception, which policies (y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Administrative Agent and (z) shall provide for affirmative insurance and such reinsurance as Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Administrative Agent; and (2) evidence satisfactory to Administrative Agent that Company has delivered to the title company all certificates and affidavits required by the title company in connection with the issuance of the policies and paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company in connection with the issuance of the policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the appropriate real estate records; (D) With respect to each Property listed on Schedule -------- 6.11 (a) (i), a title report issued by the title company with respect ---------- thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Administrative Agent; (E) Copies of all recorded documents listed as exceptions to title or otherwise referred to in the policies or in the title reports delivered pursuant to subsection (D); and (1) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether any Property is a Flood Hazard Property and the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program; (2) if there are any such Flood Hazard Properties, Company's written acknowledgement of receipt of written notification from Administrative Agent (y) as to the existence of each such Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) in the event that any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System. (ii) In the event that the pending sale of any of the Properties listed on Schedule 6.11(a)(ii) is not consummated on or prior to the date -------------------- that is 90 days after the Closing Date, Company will notify Administrative Agent of that fact and promptly execute and deliver to Administrative Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Administrative Agent. (iii) In the event that a contract of sale is not entered into by Company within 120 days after the Closing Date with respect to any of the Properties listed on Schedule 6.11(a)(iii), Company will notify --------------------- Administrative Agent of that fact and promptly execute and deliver to Administrative Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Administrative Agent; provided, however, that in the event a contract of -------- ------- sale is entered into with respect to any such Property during such period and a sale is not consummated on or prior to the date that is 60 days after the execution of any such contract, Company will notify Administrative Agent of that fact and promptly take the actions described above with respect to such Property. Notwithstanding the foregoing, in the Administrative Agent shall not enter into event that any Mortgage in respect of any real property of Borrower Property listed on Schedule 6.11(a)(ii) or any other Loan Party until (1Schedule 6.11(a)(iii) becomes a Principal Property -------------------- --------------------- prior to the date that occurs 45 days after the Administrative Agent has delivered on which a Mortgage with respect to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice Property is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is locateddelivered, evidence of required flood insurance and (2) the Administrative Agent Company shall have received written confirmation from each of no obligation to make the Lenders that flood insurance due diligence and flood insurance compliance has been completed by deliveries or take the Lenders (actions set forth above with respect to such written confirmation not to be unreasonably conditioned, withheld or delayed)Property.

Real Estate. The Company will cause to be deliveredIn connection with any real estate covered by the Mortgage, the Purchaser shall have received: (a) copies of the Leases and Easements and all other documents necessary to establish that the Company (i) holds a legal, valid and subsisting fee, leasehold estate, co-tenancy interests, easement estate, right of way, permit, revocable consent or license in the Site free and clear of all Liens other than any Permitted Liens; and (ii) has obtained all necessary real estate licenses, easements, rights of way, access rights, utility and other services then required for the ownership, use, operation and maintenance of the Project, including any instruments or memoranda of the Leases, including all amendments thereto, evidencing such interests in the Site; (i) a Survey (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory content sufficient to Administrative Agent; (B) [Reserved]; (C) a cause all standard survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor and related exceptions to be deleted from the Title Policy and otherwise reasonably acceptable to the Administrative AgentRequired Holders, and (bB) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which Collateral Agent and the Title Company pursuant to a certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title AssociationPurchasers, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and or (ii) where (A) the applicable Loan Party granting the Mortgage on said Mortgaged Property is organizedExisting Survey and (B) an affidavit with respect to such Existing Survey, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “LifeTitle Company to delete the standard survey and related exceptions from the Title Policy and to issue standard survey-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant related endorsements to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative AgentTitle Policy; and (Fc) the Title Policy, together with evidence that all title insurance premiums and expenses, filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other Taxes and other expenses related to the issuance of the Title Policy and recording of the Mortgage and such other documents filings, registrations and recordings necessary for the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence consummation of the receipt transactions contemplated by this Agreement and the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available other Financing Documents have been paid in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each full by or on behalf of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Company.

Real Estate. The Company will cause Within 90 days after the Amendment No. 1 Effective Date, the Administrative Agent shall have received with respect to each Material Real Property (other than Canadian Material Real Property, to the extent not subject to a Mortgage by the Amendment No. 1 Effective Date; provided that it is understood that the requirement to execute and deliver a Mortgage over such Canadian Real Property (together with a title insurance policy in form and substance satisfactory to the Collateral Agent) under the LC Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date remains) either (i) a written confirmation (which may be delivered: via email) from local counsel in the jurisdiction in which each Material Real Property is located substantially to the effect that: (A) a Mortgage encumbering each Mortgaged Property in favor the recording of the Administrative Agentexisting Mortgage (and any related fixture filing), including without limitation the registration of the Mortgage with the relevant jurisdiction’s land registry (or similar) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this Amendment and the other documents executed in connection herewith, for the benefit of the Secured Parties, and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings, third party consents or approvals or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this Amendment and the other documents executed in connection herewith, for the benefit of the Secured Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Amendment, in which case such written confirmation shall so state, or (ii) (A) an amendment to each Mortgage (each, a “Mortgage Amendment,” collectively the “Mortgage Amendments”) to which an Obligor is then party duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Propertyapplicable Obligor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situatedthe respective Mortgage was recorded, 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; (B) executed legal opinions from counsel to the foregoingBorrower or applicable Obligor as to the due authorization, execution, perfection and enforceability of each Mortgage Amendment, and otherwise in form and substance reasonably satisfactory to the Administrative Agent shall not enter into any Agent; (C) with respect to each amended Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from date-down, modification and/or modification title insurance endorsements to the policy or policies of title insurance (or if no such endorsements are available in the jurisdiction within which a third party vendorMortgaged Property is situated, a new title insurance policy) insuring the Lien of each Mortgage, issued by a nationally recognized title insurance company (each a “Title Endorsement,” collectively, the “Title Endorsements”) (x) insuring that such Mortgage, as amended by such Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all Liens except Permitted Liens, (y) otherwise in form and substance reasonably satisfactory to the Administrative Agent and (z) having the effect of a valid, issued and binding endorsement to the respective title insurance policy; (iiD) if such real property is located in a “special flood hazard area”, (A) a notification evidence reasonably acceptable to the applicable Loan Party Collateral Agent of that fact payment by Borrower of all premiums, search and (if applicable) notification to examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the applicable Loan Party that flood insurance coverage is not available and (B) evidence recording of the receipt by Mortgages and issuance of the Loan Party of such noticeTitle Endorsements; and (iiiE) if such notice is affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall be required to be provided induce the title insurer to issue the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Title Endorsements.

Real Estate. The Company will cause to be delivered: (A) a Mortgage encumbering each Mortgaged Property in favor Borrower acknowledges and agrees that it is the intention of the Administrative parties to this Agreement that the Agent, for the benefit of the Secured PartiesLenders and the Agent, duly shall have a first priority, perfected Lien, in form and substance reasonably satisfactory to the Agent and its counsel, on all of Borrower's real property of any kind and nature whatsoever, whether now owned or hereafter acquired, subject only to the Permitted Liens, if any. With respect to each parcel of real property now owned by the Borrower, the Borrower, as appropriate, shall on the Closing Date execute and deliver the Mortgages. With respect to real property acquired by the Borrower on or after the Closing Date, the Borrower shall, promptly after acquisition thereof, xxxxx x Xxxx covering such real property to the Agent, for the benefit of the Lenders and the Agent, under the provisions of a mortgage, deed of trust, or other document, as appropriate. Each Financing Document to be executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall delivered pursuant hereto shall: (a) be in form and substance reasonably satisfactory to Administrative the Agent; (Bb) [Reserved]; (C) create a survey first priority Lien in such real property in favor of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to for the date benefit of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in Lenders and the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable subject only to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan PartyPermitted Liens, and such other matters as the Agent may approve; (c) be accompanied by a current appraisal of the fair market value of the subject real property prepared by appraisers satisfactory to the Agent; (d) be accompanied by a current survey satisfactory in all respects to the Agent of the subject real property, prepared by a registered land surveyor or engineer satisfactory to the Agent; (e) be accompanied by evidence satisfactory to the Agent and Lenders regarding the current and past pollution control practices at such real property in connection with the discharge, emission, handling, disposal or existence of Hazardous Materials, which may include, at the reasonable request of the Agent or the Requisite Lenders, an environmental audit of such real property prepared by a person or firm reasonably requested acceptable to the Agent; (f) be accompanied by a mortgagee's title insurance policy or marked- up unconditional commitment or binder for such insurance in form and substance satisfactory to the Administrative Agent and issued by a title insurance company satisfactory to the Agent; and (g) be accompanied by a signed opinion of counsel addressed to the Agent and each of the Lenders, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed).

Real Estate. The Company will cause to be delivered: (A) a Mortgage encumbering each Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that There is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged 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 requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent; (B) [Reserved]; (C) a survey of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable no real property relating to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior Snap! Business owned by CNET. With respect to the date of real property leased by CNET or its Affiliates pursuant to any real estate leases included within the Snap! Assets ("REAL PROPERTY"), except as disclosed on such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent;Schedules:. (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located CNET and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence its Affiliates have and good standing of the applicable Loan Party, and valid leasehold interests in all such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Real Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form free and substance reasonably satisfactory clear of all Liens except for Permitted Liens and as set forth on SCHEDULE 4.2(f). (ii) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the Administrative Agent. Notwithstanding knowledge of CNET and its Affiliates, threatened against the foregoingReal Property. (iii) Except as disclosed on SCHEDULE 4.2(f), to the knowledge of CNET and its Affiliates, all of the Real Property is occupied under a valid and current certificate of occupancy or similar permit, if required, the Administrative Agent shall not enter into any Mortgage in respect sale of any real property the Snap! Assets hereunder will not (iv) All improvements on the Real Property constructed by or on behalf of Borrower CNET and its Affiliates or any other Loan Party until person were constructed in compliance with all then applicable federal, state, local or foreign statutes, laws, ordinances, regulations, rules, codes, orders or requirements (1including, but not limited to, any building, zoning or environmental laws or codes) affecting such Real Property, except for any failure to comply that, individually or in the date that occurs 45 days after aggregate, would not reasonably be expected to have a Material Adverse Effect. (v) All improvements on the Administrative Agent has delivered Real Property and the present use and conditions thereof do not violate any applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals and, to the Lenders (knowledge of CNET, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Real Property by CNET and its Affiliates are required by any governmental agency having jurisdiction over the Real Property, it being understood that CNET and its Affiliates make no representation concerning the transferability of CNET and its Affiliates' existing licenses and permits or those which the LLC may be delivered electronicallyrequired to obtain, except for any violation or any failure to hold any permit, license or certificate that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (vi) CNET and its Affiliates enjoy peaceful and quiet possession of each parcel of Real Property, and there is not under any lease of any of the following documents leased Real Property (a "LEASE") any default by CNET and its Affiliates thereunder or any condition which notice or the passage of time or both would constitute such a default, and neither CNET nor any of its Affiliates have received notice asserting the existence of any such default or condition, and CNET and its Affiliates have no knowledge of any default under any Lease by the landlord thereunder, in each case except for defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (vii) The rental set forth in each Lease is the actual rental being paid, and there are no separate agreements or understandings with respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)same.

Real Estate. The On or prior to the Issue Date, or as reasonably practicable after the Issue Date, but in no event later than 120 days after the Issue Date (such time, the “Mortgage Closing Date”), the Company and the Guarantors will cause deliver to be delivered:the Collateral Trustee, with respect to each Mortgaged Property, the following (collectively, the “Real Estate Closing Deliverables”): (Aa) Mortgages substantially in the form attached hereto with such modifications to which the Company and the Collateral Trustee may agree; (b) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Trustee may reasonably deem necessary or reasonably desirable in order to create a Mortgage encumbering each Mortgaged Property valid first and subsisting Lien on the property described therein in favor of the Administrative Agent, Collateral Trustee for the benefit of the Secured Parties, duly executed Holders of the Notes and acknowledged by each Loan Party that is all filing and recording taxes and fees have been paid; (c) fully paid American Land Title Association extended coverage policy of title insurance (or commitment to issue such a policy having the owner effect of or holder a policy of any interest in title insurance) reasonably similar to such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns insurance policies as shall be required obtained in connection with the recording or filing thereof indenture for the 2017 Notes (“Mortgage Policies”) in respect to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary the owned real property subject to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be Mortgages in form and substance substance, with endorsements (to the extent available at customary rates) and in amounts reasonably satisfactory acceptable to Administrative Agentthe Collateral Trustee, issued by title insurers reasonably acceptable to the Collateral Trustee, insuring (or committing to insure) the Mortgages to be valid first and enforceable first priority Liens on the property described therein, free and clear of all title defects and Liens, excepting only Permitted Liens, and providing for such other affirmative insurance similar to the insurance policies obtained in connection with the indenture for the 2017 Notes; (Bd) [Reserved]; (C) to the extent required for issuance of a Mortgage Policy containing customary coverage for survey of each Mortgaged Property matters, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid paid, (a1) which has been prepared by a surveyor or engineer duly registered and licensed to perform surveys in the jurisdiction where such Mortgaged Properties are located and is reasonably acceptable to the Administrative AgentCollateral Trustee, (b2) which is and dated (or re-certificated not earlier redated) no more than three months prior 60 days before the day of delivery of the applicable Mortgage, (3) which is certified by the surveyor to the date Collateral Trustee and the issuer of such delivery or such other date as may be the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent Collateral Trustee, showing all buildings and other improvements, the location of any easements noted in its sole discretionthe Mortgage Policies, parking spaces, rights of way, building set‑back lines and other dimensional regulations (each to the extent plottable), (4) which is in compliance, in all respects, with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey, (5) which is sufficient for the title company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Properties and issue the endorsements of the type required by clause (c) for Mortgaged Property situated in the United Statesabove, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d6) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors which necessary fees (except for such deviations as are reasonably acceptable to the Administrative Agentif applicable) (a “Survey”) have been paid; provided, however, that a Survey shall new or updated surveys will not be required to the extent that if an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit is available and a certificate of no change” change can be provided therefor which is delivered satisfactory to the Administrative AgentCollateral Trustee and sufficient for the applicable title insurer to eliminate all standard survey‑related exceptions to the applicable Mortgage Policy, in which an earlier survey date shall be acceptable; (De) evidence of the insurance required by Section 12.10 hereof with respect to the properties covered by the Mortgage; (f) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, opinions of local counsel to the Loan Parties in Guarantors granting each jurisdiction Mortgage addressed to the Collateral Trustee and the Holders of the Notes (i) where in states in which the real property to be covered by a Mortgaged Property Mortgage is located located, with respect to the enforceability and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable Loan PartyMortgages and any related fixture filings, each substantially in form of Exhibit F attached hereto, and such other matters as may be reasonably requested by the Administrative Agent, each otherwise in form and substance reasonably satisfactory to the Administrative Agent; Collateral Trustee (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; including that the relevant mortgagor is validly existing and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Lawsgood standing, (x) a notice about special flood hazard area status corporate power, due authorization, execution and flood disaster assistancedelivery, duly executed by the Company, (y) evidence of flood insurance as no conflicts and to the extent required by Section 7.03(bno consents), and (zii) evidence except in instances where such items are addressed in the opinion from local counsel, counsel for the Guarantors in the states in which the Guarantors party to the Mortgages are organized or formed, with respect to the valid existence of the payment applicable Guarantor and the due authorization, execution and delivery of premiums in respect thereof the applicable Mortgage, in form and substance reasonably satisfactory to the Administrative AgentCollateral Trustee; (g) Evidence of payment by the Guarantors of all Mortgage Policy premiums, search and examination charges, mortgage filing and recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and issuance of the Mortgage Policies referred to above; and (Fh) such other documents consents, agreements and confirmations of lessors and third parties as the Administrative Agent Collateral Trustee may reasonably requestdeem necessary, in each case in form and substance evidence that all other actions reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt requested by the Loan Party of such notice; Collateral Trustee that are necessary in order to create valid first and (iii) if such notice is required to be provided to subsisting Liens on the applicable Loan Party and flood insurance is available property described in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance Mortgage has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)taken.

Real Estate. The Company will cause (a) None of the Duncxx Xxxpanies or ADC own any real property or any interest therein except as set forth on Schedule 3.14(a) (the "Owned Properties"), which Schedule sets forth the location of each of the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to be deliveredeach such parcel of Owned Property: (Ai) a Mortgage encumbering each Mortgaged Property in favor One of the Administrative AgentDuncxx Xxxpanies or ADC has good title to the parcel of Owned Property, free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), all of which policies have been delivered or made available to Republic by the Duncxx Xxxpanies; (ii) there are no pending or, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the benefit parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Secured Partiesdescribed parcels of land, duly executed are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and acknowledged ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by each Loan Party that is the owner of or holder of any interest in such Mortgaged PropertyGovernmental Authority, and otherwise in form do not encroach on any easement which may burden the land; the land does not serve any adjoining property for recording in any purpose inconsistent with the recording office use of each applicable political subdivision where each the land; and the Owned Properties are not located within any flood plain 16 (such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires that a mortgagee would require a mortgagor to obtain flood insurance) or returns as shall be subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the recording ownership or filing operation thereof to create a lien under and have been operated and maintained in accordance with applicable requirements of lawlaws, ordinances, rules and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agentregulations; (v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a), the Financial Statements, or one of the other Schedules to this Agreement; (vi) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Duncxx Xxxpanies and ADC and its Affiliates) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled; (viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities; and (ix) all improvements and buildings on the Owned Property are in good repair and are safe for occupancy and use. (b) Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which any of the Duncxx Xxxpanies or ADC is a party (copies of which have previously been furnished to Republic), in each case, setting forth (A) the lessor and lessee thereof and the date and term of each of the Leases, (B) [Reserved]; the legal description, including street address, of each property covered thereby, and (C) a survey of each Mortgaged Property for which all necessary fees brief description (where applicableincluding size and function) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, principal improvements and such other matters buildings thereon (the "Leased Premises"). The Leases are in full force and effect and have not been amended except as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(bset forth on Schedule 3.14(b), and (z) evidence no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the payment giving of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) notice or both, would cause a material breach of or default under any of such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative AgentLeases. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower There is no breach or anticipated breach by any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered party to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)Leases.

Real Estate. The Company will cause (a) AA does not own any real property or any interest therein except as set forth on Schedule 3.14(a) (the "Owned Properties"), which Schedule sets forth the location and size of, and principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to be deliveredeach such parcel of Owned Property: (Ai) a Mortgage encumbering AA has good and indefeasible title to each Mortgaged Property in favor parcel of its Owned Property, free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value of the Administrative Agentproperty subject thereto, and (z) encumbrances and restrictions described in the title insurance policies and/or survey listed on Schedule 3.14(a), all of which policies have been previously delivered to PHCI. (ii) there are no pending or, to the Knowledge of AA, threatened condemnation proceedings, suits, or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iii) except as set forth on Schedule 3.14(a), the legal descriptions for the benefit parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Secured Partiesdescribed parcels of land, duly executed are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and acknowledged ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses, or other forms of approval by each Loan Party that is the owner of or holder of any interest in such Mortgaged PropertyGovernmental Authority, and otherwise in form for recording in do not encroach on any easement which may burden the recording office land; (iv) all facilities have received all approvals of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be Governmental Authorities (including licenses and permits) required in connection with the recording ownership or filing operation thereof to create a lien under and have been operated and maintained in material compliance with applicable requirements of lawlaws, ordinances, rules, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agentregulations; (Bv) [Reserved]there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a); (Cvi) a survey there are no outstanding options or rights of each Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable first refusal to purchase the Administrative Agentparcels of Owned Property, (b) dated or re-certificated not earlier than three months prior to the date of such delivery any portion thereof or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agentinterest therein; (Dvii) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties there are no parties (other than AA) in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing possession of the applicable Loan Partyparcels of Owned Property, and such other matters as may be reasonably requested by the Administrative Agent, each than tenants under any leases disclosed in form and substance reasonably satisfactory Schedule 3.14(a) who are in possession of space to the Administrative Agentwhich they are entitled; (Eviii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities; (Iix) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect each parcel of Owned Property abuts on and has direct vehicular access to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (a public road, or any successor agency) as has access to a special flood hazard area pursuant to the Flood Insurance Laws, public road; (x) a notice about special flood hazard area status all improvements and flood disaster assistance, duly executed by buildings on the Company, (y) evidence Owned Property are in good repair and adequate for the use of flood insurance as and to such Owned Property in the extent required by Section 7.03(b), and (z) evidence of the payment of premiums manner in respect thereof in form and substance reasonably satisfactory to the Administrative Agentwhich presently used; and (Fxi) such other documents there are no material service contracts, management agreements or similar agreements which affect the Administrative Agent may reasonably requestparcels of Owned Property, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayedexcept as set forth on Schedule 3.14(a). (b) There are no material leases, licenses or similar agreements ("Leases") to which AA is a party.

Real Estate. (a) There is no real property owned by any of the Corporations. All real property utilized by the Corporations is leased or subleased. (b) An accurate, correct and complete list of all real property leased or subleased by any Corporation, including identification of the lease or sublease, street address and list of contracts, agreements, leases, subleases, options and commitments, oral or written, affecting such real estate or any interest therein to which the Corporation is a party or by which its interest in real property is bound (collectively the "Real Estate Leases") has been shown during due diligence and handed over in copy. The Company will cause relevant Corporation has been in peaceable possession of the real property covered by each Real Estate Lease (the "Rental Real Estate," together with the Owned Real Estate, the "Real Estate") since the commencement of the original term of such lease, and has performed all obligations required to be deliveredperformed by it to date under such lease. Gamko has delivered to Purchaser accurate, correct and complete copies of each Real Estate Lease. Neither the Real Estate Leases nor the leasehold interest of a Corporation with respect to the Rental Real Estate is subject to any Liens that have arisen out of any action or omission taken by the Corporation; and none of such Rental Real Estate is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which adversely affect the value to the Corporation (as applicable) of the leasehold interest therein or which interfere with or impair the present and continued use thereof in the usual and normal conduct of its business as presently conducted. (c) To the best knowledge of the Shareholders, the corporations (including their predecessors) have owned, leased or subleased no parcel of real property since 1985, other than that which is currently owned, leased or subleased. The buildings, structures and improvements situated on each such parcel which is currently owned, leased or subleased by any Corporation and appurtenances thereto are in good condition (subject to normal wear and tear), and as such are adequate to conduct its business as presently conducted. Neither the whole nor any portion of any Real Estate has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. To the best knowledge of the Shareholders, no such condemnation, requisition or taking of the Real Estate is threatened. There are no public improvements pending or threatened which may result in special assessments against or otherwise affect the Real Estate. (d) The Owned Real Estate and, to the best knowledge of the Shareholders, the portions of the Rental Real Estate leased or otherwise possessed or used by the Corporations, are in compliance with and include all rights necessary to assure compliance with, and all buildings, structures, other improvements and fixtures on such Real Estate and the operations of the Corporations in or about any Real Estate therein conducted, conform in all material respects to all applicable health, fire, environmental, safety, zoning and building Rules. The Real Estate includes all rights to any off-site facilities necessary to ensure compliance with all applicable Rules. The zoning of each parcel of Owned Real Estate permits the existing improvements and the continuation following the Closing of the business as presently conducted thereon. The Corporations have all easements and rights necessary or appropriate to conduct their operations. The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in the imposition of any transfer or other tax with respect to the Real Estate. (e) None of the Owned Real Estate and, to the best knowledge of the Shareholders, the portions of the Rental Real Estate leased or otherwise possessed or used by the Corporations, in either case only to the extent located in the Netherlands: (Ai) a Mortgage encumbering each Mortgaged Property is affected by any governmental measures promulgated or announced in favor writing pursuant to the Housing Act ("Woning Wet") which have not yet been implemented, and such Real Estate includes no vacant buildings within the meaning of the Administrative Agent, for the benefit Vacant Property Act ("Leegstand Wet"); (ii) has been placed on a list of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner historical buildings or any such list of a provisional character; (iii) has been granted any government subsidy which would or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall does impose conditions which must still be required fulfilled in connection with the recording or filing thereof to create a lien under applicable requirements use and general classification of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agentproperty; (Biv) [Reserved];has been improved without the necessary licenses or permits. (Cv) a survey of each Mortgaged Property needs to be offered for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable sale to the Administrative Agent, municipality in which it is located or is affected by any urban renewal plan or any ordinance under the Act on Urban and Village Renewal (b"Wet op de stads-endorpsvernieuwing") dated affecting such Real Estate; or (vi) is the subject of any present plans involving a plan or re-certificated not earlier than three months prior ordinance of the type referred to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to preceding paragraph for the Administrative Agent, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are reasonably acceptable to the Administrative Agent) (a “Survey”) provided, however, that a Survey shall not be required to the extent that an existing survey (which need not meet the requirements of clause (d) above) together with an “affidavit of no change” is delivered to the Administrative Agent; (D) favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; (E) (I) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (expropriation or any successor agency) as a special flood hazard area pursuant to the Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (y) evidence of flood insurance as and to the extent required by Section 7.03(b), and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent; and (F) such other documents the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property of Borrower or any other Loan Party until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence could result in premature termination of the receipt by the Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from each of the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably conditioned, withheld or delayed)a lease agreement.