Common use of Real Property Collateral Clause in Contracts

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated existing as of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments filed in SCHEDULE 6.20(a) which are not identified on such Schedule connection with the Existing Credit Agreement reflecting changes necessitated by the execution and delivery hereof as "Excluded Properties" (each a "MORTGAGED PROPERTY" an amendment and collectively the "MORTGAGED PROPERTIES")restatement thereof; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property dated no more than sixty (60) days prior to the Closing Date, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; (viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and (ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Collateral Agent), to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a)extent not delivered on or prior to the Closing Date, the Agent Credit Parties shall have received the following, in form and substance reasonably satisfactory deliver to the AgentCollateral Agent the following items: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") Mortgage Instruments encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Mortgaged Properties designated in SCHEDULE 6.20(a) which are not identified set forth on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")5.12-1; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property Mortgaged Property as may be required obtained by the AgentCredit Parties using commercially reasonable efforts, which estoppel letters shall be in the form and substance reasonably satisfactory to the Collateral Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Collateral Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of Lendersapplicable Secured Parties; (iii) with a title report in respect to of each of the Real Mortgaged Properties identified set forth on Schedule 5.12-1; (iv) Mortgage Policies assuring the Collateral Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property set forth on Schedule 5.12-1, free and clear of all defects and encumbrances except Permitted Liens and standard exceptions and exclusions from coverage (as items 2modified by the terms of any endorsements), 16which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include such endorsements as are reasonably requested by the Collateral Agent; (v) evidence as to (A) whether any Mortgaged Property set forth on Schedule 5.12-1 is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) the applicable Credit Party’s written acknowledgment of SCHEDULE 6.20(a), receipt of written notification from the Collateral Agent (x) as to the fact that such Mortgaged Property is a Flood Hazard Property and (y) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (2) copies of insurance policies or certificates of insurance of the Credit Parties evidencing flood insurance reasonably satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Secured Parties; (vi) a legal opinion of special local counsel for the Credit Parties for each state in which any Mortgaged Property set forth on Schedule 5.12-1 is located; (vii) maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments each owned Mortgaged Property certified to the Collateral Agent and the Title Insurance Company (hereinafter defined) issuing the policies referred to in Section 5.12-2 in a manner reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient in form and content reasonably satisfactory to delete any standard printed survey exception contained in the applicable title policy Collateral Agent and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (ivviii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear satisfactory third-party environmental reviews of all defects and encumbrances except Permitted Liensowned Mortgaged Properties set forth on Schedule 5.12-2 and, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably extent requested by the Collateral Agent and permitted by the applicable lease or landlord, all leased Mortgaged Properties set forth on Schedule 5.12-2, including, but not limited to, Phase I environmental assessments; (ix) to the extent such endorsements are reasonably available in the jurisdictions available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties set forth on Schedule 5.12-2 are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vix) evidence reasonably an appraisal or other valuation of each owned Mortgaged Property set forth on Schedule 5.12-2, in form and substance satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Collateral Agent.

Real Property Collateral. Except Receipt by the Administrative Agent of each of the following (the “Real Property Deliverables”) with respect to all real property of the owned Loan Parties (other than Excluded Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent:Property): (i) fully executed and notarized mortgages, deeds an Appraisal of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")real property; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents a fully executed and waivers from the landlords on notarized Mortgage encumbering such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lendersproperty; (iii) with respect to each of if requested by the Real Properties identified as items 2Administrative Agent in its sole discretion, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart either (1A) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the such real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in the following clause (hereinafter definediv) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Companysuch title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 2011 with all items from 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completedcompleted or (B) aerial surveys/zip maps of the sites of such real property satisfactory to each of the Administrative Agent and the title insurance company issuing the policies referred to in the following clause (iv), except for Nos. 5dated a date satisfactory to each of the Administrative Agent and such title insurance company, 12 which aerial surveys/zip maps shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 17to allow such title insurance company to issue an endorsement to the applicable title policy insuring that the Mortgage to be insured under such title policy encumbers the property shown on such aerial surveys/zip maps; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (a title insurance company acceptable to the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) Administrative Agent with respect to any particular Mortgaged Propertysuch real property, assuring the Administrative Agent that each of the Mortgage Instruments covering such real property creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Propertysuch real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAdministrative Agent; (v) evidence as to (A) whether any Mortgaged Property such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Property such real property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property real property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (ax) as to the fact that such Mortgaged Property real property is a Flood Hazard Property and (by) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders; (vi) an environmental assessment report, as to such real property, in form and substance and from professional firms acceptable to the Administrative Agent; and (vivii) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Propertiessuch real property, and the uses of the Mortgaged Propertiessuch real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Propertiessuch real property, the permitted uses of each such Mortgaged Properties real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; (viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and (ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; (viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and (ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect (i) No later than forty-five (45) days after the Closing Date (unless such time period is extended in writing by the Administrative Agent in its reasonable discretion), deliver to the owned Real Properties identified as items 3Administrative Agent amendments to the existing Mortgage Instruments covering real property in the State of Washington and the Commonwealth of Virginia, 4, 5, 6, 7 and 24 in subpart together with: (1i) of SCHEDULE 6.20(a), “down date” endorsements to the Agent shall have received the followingexisting Mortgage Policies relating to such Mortgage Instruments, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); ; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence counterparts of such lease in form and substance reasonably satisfactory amendments to the Agent, has such Mortgage Instruments have been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable maintain a valid and enforceable first priority lien (subject to Permitted Liens) on the property encumbered by each such Mortgage Instrument encumbering in favor of the Administrative Agent for the benefit of itself and the Secured Parties (or in favor of such leasehold interest other trustee as may be required or desired under local law); and (iii) an opinion of counsel with respect to effectively each such amendment to the existing Mortgage Instrument, in form and substance and from counsel reasonably satisfactory to the Administrative Agent. (ii) No later than forty-five (45) days after the Closing Date (unless such time period is extended in writing by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent a Mortgage Instrument for the real property located at 0000 Xx Xxxx Xxxxxx, Chatsworth, California (the “De Xxxx Property”), together with: (i) a title report obtained by the Credit Parties in respect of the De Xxxx Property, (ii) Mortgage Policies, current as built surveys and flood zone reports (and to the extent such property is a Flood Hazard Property, comply with the provisions of Section 3.27) in each case reasonably satisfactory in form and substance to Administrative Agent; (iii) evidence that counterparts of such Mortgage Instrument have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Administrative Agent, to create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest the De Xxxx Property in favor of Administrative Agent for the Agent benefit of itself and the Secured Parties (or in favor of such other Person trustee as may be required or desired under local law); (iv) for the benefit of Lenders; extent available or otherwise required by the Administrative Agent in its reasonable discretion, a Phase I environmental report (iiiand, if necessary, Phase II environmental report) or other environmental report acceptable to the Administrative Agent with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged De Xxxx Property, assuring (v) an environmental indemnity agreement for the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged De Xxxx Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance satisfactory to the Administrative Agent in its reasonable discretion; and (vi) an opinion of counsel licensed in the State of California with respect to such Mortgage Instrument and such environmental indemnity agreement, in form and substance and from counsel reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Administrative Agent.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" ------------------- and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee -------- interest and/or, to the extent available using commercially reasonable efforts, and/or ground leasehold interest of any Credit Party in each of the Real Properties real property asset designated as a fee interest or ground lease in SCHEDULE 6.20(aSchedule 3.19 (a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the ---------------- ------------------ "MORTGAGED PROPERTIESMortgaged Properties"); -------------------- (ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (iiiii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less ----------------- than the respective amounts designated in SCHEDULE 6.20Schedule 3.19 (a) with ---------------- respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) --------------------- if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; (vi) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (vivii) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party Obligor in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 9.1.19 (a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”); (ii) in the case of each real property leasehold interest of any Credit Party Obligor constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and other owned Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 9.1.19(a) (the “Shoreline/Cottage Grove Properties”)), certified to the Agent and the title insurance company issuing the policies referred to in Section 6.1(d)(iv) (the “Title Insurance Company (hereinafter definedCompany”) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located[Reserved]; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's Obligor ‘s written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the Shoreline/Cottage Grove Properties), and the uses of the Mortgaged PropertiesProperty, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent: (i) (A) fully executed and notarized mortgages, deeds of trust or deeds to secure debt and (eachB) fully executed amendments and notarized amendments to existing mortgages, deeds of trust and deeds to secure debt (each such mortgage, deed of trust, deed to secure debt, as the same may amended shall be amended, modified, restated or supplemented from time referred to timeherein as, a "MORTGAGE INSTRUMENTMortgage" and collectively -------- as the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties --------- in each real property asset owned by a Credit Party in each of the Real Properties designated in SCHEDULE 6.20(aset forth on Schedule 5.1(g) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the --------------- ------------------ "MORTGAGED PROPERTIESMortgaged Properties"), together with such UCC-1 or UCC-3 financing -------------------- statements, as appropriate, as the Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) an opinion of counsel (which counsel shall be satisfactory to the Agent) in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 or UCC-3 financing statements, as appropriate, to be recorded or filed in such state and such other matters as the Agent may request, in form and substance satisfactory to the Agent; (iii) to the extent not previously received by the Agent, in the case of each real property leasehold interest estate of any the Credit Party constituting Mortgaged Parties set forth on Schedule 5.1(g) (each a "Leasehold Property" and collectively the -------------- ------------------ "Leasehold Properties"), (a) such estoppel letters, consents and waivers -------------------- from the landlords on of such real property as may be reasonably required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) to the extent not previously received by the Agent, ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") issued by ----------------- title insurers satisfactory to the Agent (the "Title Insurance --------------- Company"), in amounts not less than satisfactory to the respective amounts designated in SCHEDULE 6.20 (a) Agent with respect to any particular all ------- Mortgaged PropertyProperties, assuring the Agent that each of the Mortgage Instruments creates a applicable Mortgages, as applicable, create valid and enforceable first priority mortgage lien liens on the applicable respective Mortgaged PropertyProperties, free and clear of all defects and encumbrances except Permitted Liens, Liens which policies Mortgage Policies shall otherwise be in form and substance satisfactory to the Agent and containing such endorsements as shall be satisfactory to the Agent and for any other matters that the Agent may request, and shall provide for affirmative insurance and such reinsurance as the Agent may request, all of the foregoing in form and substance satisfactory to the Agent; (v) to the extent not previously received by the Agent, certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by or other evidence acceptable to the Agent to that none of the extent such endorsements are reasonably available in the jurisdictions in which improvements on the Mortgaged Properties are located; (v) evidence as to (A) whether located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and for the applicable portion of the premises, naming the Agent as sole loss payee on behalf for the benefit of the Lenders; and, as mortgagee; (vi) to the extent not previously received by the Agent, evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE "Excluded Property" on Schedule 6.20(a), the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 [ ] on subpart (1) of SCHEDULE Schedule 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based based, together with any related survey affidavits, shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17policy; (iviii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20 (a) with respect to any particular Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;; and (viv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 6.19(a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”); (ii) ALTA mortgagee title insurance policies issued by Sxxxxxx Title Guaranty Company (or the equivalent) (or such other title company as shall be acceptable to the Administrative Agent in its sole discretion) (the “Mortgage Policies”) with respect to each of the Mortgaged Properties (other than (i) the Mortgaged Property located in Kxxxx City, Pennsylvania (which shall be delivered as provided in Section 7.14(d)) and the Shoreline/Cottage Grove Properties), assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; (iii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and the other owned Mortgaged Properties certified to the Administrative Agent and the title insurance company issuing the policies (other than the Mortgaged Properties known as 3125 and 3000 Xxxxxxxxx, Xxxxxxxxxx, Louisiana) referred to in Section 5.01(f)(ii) (the “Title Insurance Company (hereinafter definedCompany”) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 6.19(a) (the “Shoreline/Cottage Grove Properties”) and in item 10 of Schedule 6.19(a), and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" ------------------- and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee -------- interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each real property asset designated in Schedule 3.19 (ii) a title report obtained by the Credit Parties in respect of each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Mortgaged Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (iiiii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less ----------------- than the respective amounts designated in SCHEDULE 6.20Schedule 3.19 (a) with --------------- respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) --------------------- if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; (vi) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (vivii) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect Within 60 days after the Closing Date, Borrower shall, and shall cause its Subsidiaries to, deliver to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt Mortgages (each, as the same may be amended, modified, restated or supplemented from time to time, a each an "MORTGAGE INSTRUMENTInitial Mortgage" and collectively the "MORTGAGE INSTRUMENTSInitial Mortgages") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit the applicable Loan Party in each Fee Property or Material Leasehold designated in 121 Schedule 5.5 annexed hereto, provided that, with respect to each Material Leasehold, the applicable Loan Party shall use its reasonable best efforts to deliver any landlord or other third party consents, memoranda of lease or other documents necessary to encumber such Material Leasehold (together with a fully executed and notarized Mortgage) within the 60-day period described above and if, after using reasonable best efforts, the Loan Party is unable to deliver all of the Real Properties designated in SCHEDULE 6.20(anecessary consents, at the request of Agent, the Loan Party shall use its reasonable best efforts to deliver the necessary consents, memoranda of lease or other documents (together with fully executed and notarized Mortgages), for such Material Leases as Agent shall designate, within 90 days (or such longer period as Agent may determine from time to time) which are not identified on such Schedule as "Excluded Properties" after the expiration of the 60-day period described above (each a an "MORTGAGED PROPERTYInitially Mortgaged Property" and collectively the "MORTGAGED PROPERTIESInitially Mortgaged Properties"); (ii) with respect to Initially Mortgaged Properties located in the case United States only, an opinion of each real property leasehold interest of any Credit Party constituting Mortgaged Property, counsel (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters counsel shall be in the form and substance reasonably satisfactory to the Agent and (bAgent) evidence that the applicable lease, a memorandum of lease in each state in which an Initial Mortgaged Property is located with respect theretoto the enforceability of the form of Initial Mortgage to be recorded in such state and such other matters as Agent may reasonably request, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of Initially Mortgaged Properties located in the Real Properties identified as items 2United States only, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the a Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory Policy with respect to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17such Initially Mortgaged Properties; (iv) ALTA mortgagee title with respect to Initially Mortgaged Properties located in the United States only, evidence, which may be in the form of a letter from an insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 broker or a municipal engineer, as to whether (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Initial Mortgaged Property (a "Initial Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (Bb) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Initial Flood Hazard Property is located is participating in the National Flood Insurance Program; (v) with respect to Initially Mortgaged Properties located in the United States only, (2) the applicable Credit Partyif there are any Initial Flood Hazard Properties, Company's written acknowledgment acknowledgement of receipt of written notification from the Agent (a) as to the fact that existence of each such Mortgaged Property is a Initial Flood Hazard Property and (b) as to whether the community in which each such Initial Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the LendersProgram; and (vi) evidence if requested by Agent, a current survey of each (or any) Initial Mortgaged Property, certified to the applicable Loan Party, Agent and the applicable title insurer, prepared by a surveyor and in form and substance reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Agent.

Real Property Collateral. Except with respect to Each of the owned Real Properties identified as items 3following documents, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent which shall have received the following, be in form and substance reasonably satisfactory to the AgentLenders and their counsel, shall have been delivered to the Lenders in respect of that portion of the Collateral consisting of real property: (i) fully the Mortgages, duly executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as delivered in recordable form by the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively respective Obligors that own the "MORTGAGE INSTRUMENTS"properties identified in Schedule 1(b) encumbering the fee interest and/or, hereto that are subject to the extent available using commercially reasonable efforts, leasehold interest Lien of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")Mortgage; (ii) in the case a lenders fee policy of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) title insurance or a binding marked commitment to issue such estoppel letters, consents and waivers policy from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, one or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) more title companies with respect to each of the Real Properties real property interests to be covered by the Mortgages; (iii) the following opinions of counsel with respect to the Mortgages identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart in Schedule 1(b): (1) with respect to real property of SCHEDULE 6.20(a), maps or plats of an as-built survey one of the sites Guarantors hereto located in Metuchen, New Jersey and West Chicago, Illinois, an opinion of Xxxxx Xxxxxx LLP; (2) with respect to real property of one of the Guarantors hereto located in Shreveport, Louisiana, an opinion of Deutsch, Xxxxxxxx & Xxxxxx, L.L.P.; (3) with respect to real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of one of the Agent and the Title Insurance CompanyGuarantors hereto located in Higginsville, dated a date reasonably satisfactory Missouri, an opinion of Shook, Hardy & Bacon L.L.P.; (4) with respect to each real property of one of the Agent Guarantors hereto located in Mt. Sterling, Ohio, an opinion of Xxxxxx Xxxxxxxx XxXxxxx PLLC; and (5) with respect to real property of certain of the Guarantors hereto located in El Campo, Saginaw, and the Title Insurance Company by Fort Worth, Texas, an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17opinion of Xxxxxxxx Xxxxxxxx & Xxxxxx; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (such other approvals or documents as the "TITLE INSURANCE COMPANY") Lenders shall have reasonably requested in amounts not less than order to perfect the respective amounts designated in SCHEDULE 6.20Liens created pursuant to the Mortgages and to preserve the validity thereof; and (av) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be flood certificates in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent with respect to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and properties identified on Schedule 1(b) hereto that are subject to the uses Lien of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Propertiesa Mortgage. In addition, the permitted uses Company shall have paid to the respective title companies (x) all expenses of each such Mortgaged Properties under title companies in connection with the issuance of such zoning designation and, if available, zoning requirements as policies and (y) an amount equal to parking, lot size, ingress, egress the recording and building setbacksstamp taxes payable in connection with recording the Mortgages in the appropriate county land office(s).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to in the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated properties listed in SCHEDULE 6.20(a3.19 (a) which are not identified on such Schedule (excluding for purposes hereof, the property located at 0000 Xxxxxx Xxx, Santa Ana, California for a period of 180 days following the Funding Date) as "Excluded Properties" properties owned by the Credit Parties (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) a title report obtained by the Credit Parties in the case respect of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of LendersMortgaged Properties; (iii) with respect to each of the Real Properties identified as items 2Mortgaged Property, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) current form ALTA mortgagee title insurance policies issued by Chicago Lawyers Title Insurance Company Corporation (the "TITLE INSURANCE COMPANYMORTGAGE POLICIES") ), in amounts not less than the respective amounts designated in SCHEDULE 6.20amounts (a) with respect to any particular Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAdministrative Agent; (viv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (viv) evidence maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and Lawyers Title Insurance Corporation in a manner reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of them, dated a 3.1 zoning endorsement date satisfactory to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, Administrative Agent and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as Lawyers Title Insurance Corporation by an independent professional licensed land surveyor reasonably satisfactory to zoning should include the zoning designation made for each of the Mortgaged PropertiesAdministrative Agent and Lawyers Title Insurance Corporation, which maps or plats and the permitted uses of each such Mortgaged Properties under such zoning designation surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof, (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if availablethe site is described as being on a filed map, zoning requirements as a legend relating the survey to parking, lot size, ingress, egress and building setbacks)said map.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party (to the extent deemed material by the Agent) in each of the Real Properties real property asset designated in SCHEDULE 6.20(a6.19(A) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED REAL PROPERTIES"); (ii) a title report obtained by the Credit Parties to the extent deemed necessary by the Agent) in respect of each of the Mortgaged Properties; (iii) in the case of each material real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(i) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"TITLE INSURANCE COMPANY") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(i)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent; (v) ALTA mortgagee title insurance policies issued by First American Title Insurance Company (the "MORTGAGE POLICIES"), in amounts not less than the respective amounts designated in SCHEDULE 6.19 (A) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent; (vi) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer or certified on a survey, as to whether (a) any Mortgaged Property (an "FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; (vii) If there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; (viii) If there are maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992 or 1997, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and (ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance Evidence reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Real Properties, the permitted uses of each such Mortgaged Real Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/orin the properties listed in SCHEDULE 3.19(a) as properties owned by the Credit Parties and, to the extent available using commercially reasonable effortsrequired by the Administrative Agent, subject to the terms of the subject leases and consent of the respective landlords thereto, the leasehold interest of any Credit Party in each the properties listed in SCHEDULE 3.19(a) as properties that are warehouses, plants or other real properties material to the conduct of the Real Properties designated in SCHEDULE 6.20(a) which Credit Parties' business and are not identified on such Schedule as "Excluded Properties" leased by the Credit Parties (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) a title report in the case respect of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of LendersMortgaged Properties; (iii) with respect to each Mortgaged Property, a marked-up commitment to issue an ALTA mortgagee title insurance policy (each a "MORTGAGE POLICY" and collectively, the "MORTGAGE POLICIES") issued by a nationally-recognized title insurance company (the "TITLE INSURANCE COMPANY") reasonably acceptable to the Administrative Agent, in an amount satisfactory to the Administrative Agent (but, in any event, not in excess of the Real Properties identified approximated fair market value of the Mortgaged Property), assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as items 2the Administrative Agent may reasonably request, 16all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (iv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) to the extent required by law, the applicable Credit Party's written acknowledgment of SCHEDULE 6.20(a), receipt of written notification from the Administrative Agent (y) as to the fact that such Mortgaged Property is a 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 (2) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders; (v) maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments material Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Companythem, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyorsurveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and 72 shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17a legend relating the survey to said map; (ivvi) ALTA mortgagee title insurance policies issued satisfactory environmental reviews of all manufacturing facilities and all other material real property in the United States owned by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") Borrower or any of its Domestic Subsidiaries or by the Acquired Business, including but not limited to Phase I environmental assessments, together with reliance letters in amounts not less than favor of the respective amounts designated in SCHEDULE 6.20Lenders; (avii) with respect to any particular Mortgaged Property, assuring the Agent that each opinions of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory counsel to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions Credit Parties for each jurisdiction in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (viviii) evidence reasonably satisfactory to the Agent (which evidence extent required by the Agent agrees may be in the form Title Insurance Company for issuance of a 3.1 zoning endorsement to a Mortgage Policy for any Mortgaged Property, zoning letters from the mortgagee title insurance policies referred to municipality or other Governmental Authority for the jurisdiction in clause (iv) above) that each of which the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Property is located.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Loan Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as a "Excluded PropertiesMortgaged Property" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"); (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Specified Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built existing boundary survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent prepared by an independent professional licensed land surveyor and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyortitle insurance company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17policy; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular each Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Specified Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent to the extent such endorsements and are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedapplicable jurisdictions; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); a zoning endorsement to the Mortgage Policies shall be deemed to satisfy this requirement.

Real Property Collateral. Except with respect The Borrower will within sixty (60) days ------------------------ after the Agent's request, which request the Agent may make at any time in its sole discretion, deliver to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the followingAgent, in form and substance reasonably satisfactory to the Agent: (i) for each fee interest having a market value greater than $1,000,000 or leasehold interest having an annual rent of $150,000 or more of any Consolidated Party in a real property asset, a fully executed and notarized mortgagesmortgage, deeds deed of trust or deeds deed to secure debt in substantially the form attached hereto as Exhibit M (each, as the same may be amended, --------- modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage -------- Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the such ---------- -------------------- fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and ------------------ collectively the "MORTGAGED PROPERTIESMortgaged Properties"); -------------------- (ii) for each real property encumbered by a Mortgage Instrument, a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (iiiii) in the case of each Mortgaged Property, (A) maps or plats of an as-built survey of the sites of the real property covered by the Mortgaged Instruments, (B) title insurance policies, (C) flood hazard insurance, (D) evidence of zoning and (E) any other document, certificate or report requested by the Agent, in its reasonable discretion; and (iv) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyencumbered by a Mortgage Instrument, (a) such estoppel letters, consents and waivers from to the landlords on such real property as may be required extent permitted by the Agentapplicable lease, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Secured Parties.

Real Property Collateral. Except with respect The Borrower will within sixty (60) days after the Administrative Agent's request, which request the Administrative Agent may make at any time in its sole discretion, either (x) prior to the owned Real Properties identified as items 3issuance of the Senior Notes, 4upon the occurrence of a Default, 5(y) after the issuance of the Senior Notes, 6upon the occurrence of a Default or (y) in the event the Senior Notes are not issued, 7 and 24 in subpart (1) upon an Event of SCHEDULE 6.20(a)Default, to the Agent shall have received extent not cured or waived, deliver to the followingAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (ia) for each fee interest or leasehold interest of any Consolidated Party in a real property asset, or in the case of subclause (y) above, each fee interest of any Consolidated Party in a real property asset with an appraised value in excess of $250,000, it being understood that the Borrower shall deliver, at the Borrowers expense, a appraisal of any such real property reasonably requested by the Administrative Agent, a fully executed and notarized mortgagesmortgage, deeds deed of trust or deeds deed to secure debt in substantially the form agreed by the Borrower and the Administrative Agent within 15 days after such request by the Administrative Agent (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the such fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (b) for each real property encumbered by a Mortgage Instrument, a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (c) in the case of each Mortgaged Property, (i) maps or plats of an as-built survey of the sites of the real property covered by the Mortgaged Instruments, (ii) title insurance policies, (iii) flood hazard insurance, (iv) evidence of zoning and (v) any other document, certificate or report requested by the Administrative Agent, in its reasonable discretion; and (d) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyencumbered by a Mortgage Instrument, (a) such estoppel letters, consents and waivers from to the landlords on such real property as may be required extent permitted by the Agentapplicable lease, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)Secured Parties.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) if required by the Administrative Agent, fully executed and notarized amendments to the Mortgage Instruments (each, a “Mortgage Modification” and collectively the “Mortgage Modifications”) reflecting changes necessitated by the execution and delivery hereof as an amendment and/or restatement of the mortgages, deeds of trust or deeds to secure debt (each, as amended by the same may be Mortgage Modifications, and as heretofore or hereafter further amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS") “Mortgage Instruments”), encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party (and, in the case of the Borrowing Base Property known as the Gxxxxxx Opryland (as described on Schedule 1.01(b)), the IDB’s fee interest in such Borrowing Base Property) in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are existing as of the Closing Date (provided, however, that Borrower shall not identified be required to deliver a Mortgage Modification with respect to the Borrowing Base Property known as the Gxxxxxx National (as described on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"1.01(b)); and; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys Surveys, jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997, with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) ALTA mortgagee if available in the applicable state where such Borrowing Base Property is located, and if required by the Administrative Agent, modification endorsements to each existing loan policy of title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Title Policy Endorsements”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each the lien of the Mortgage Instruments creates Instruments, from and after the Closing Date, shall continue to be a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Title Policy Endorsements shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, together with evidence of recording of the Mortgage Modifications in the land records of the proper jurisdictions and shall include such endorsements evidence of the Borrower’s payment of all premiums required to be paid as are reasonably requested by the Agent a condition to the extent issuance of such endorsements are reasonably available in Title Policy Endorsements (provided, however, that Borrower shall not be required to deliver Title Policy Endorsements with respect to the jurisdictions in which Borrowing Base Properties known as the Mortgaged Properties are locatedGxxxxxx National and the Gxxxxxx Texan (as each is described on Schedule 1.01(b)); (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and. (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; and (viii) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage" and collectively the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties designated as a Mortgaged Property (in SCHEDULE 6.20(aconsultation with the Administrative Agent) which are not identified on such in Schedule as "Excluded Properties" 1.21(a) (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties")) together with such UCC-1 financing statements as are necessary with respect to each such Mortgaged Property; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of LendersLenders and any other secured parties identified in such Mortgage; (iii) searches with respect to each the title of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified Mortgages conducted by the title insurance company issuing the policies referred to in Section 4.1(d)(iv) (the Agent and the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each of the Agent and the Title Insurance CompanyAdministrative Agent, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17Administrative Agent; (iv) ALTA mortgagee title insurance policies issued by Chicago Commonwealth Land Title Insurance Company and Lawyers Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular each Mortgaged PropertyProperty designated as a material Mortgaged Property on Schedule 1.21(a), assuring the Collateral Agent that each of the Mortgage Instruments on each such material Mortgaged Property creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except for Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, and shall include such endorsements and coverage as are reasonably requested by the Administrative Agent to and shall contain such reinsurance as the extent Administrative Agent may require; without limiting the foregoing, such endorsements are Mortgage Policies shall be in such amounts as the Administrative Agent may reasonably available require (but in no event shall the jurisdictions in which the Mortgaged Properties are located;aggregate amount of such Mortgage Policies be less than $325,000,000); and (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Collateral Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, each a "MORTGAGE INSTRUMENTMORTGAGE" and collectively the "MORTGAGE INSTRUMENTSMORTGAGES") encumbering the fee interest and/or, to of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties in each real property asset owned by a Credit Party in each of the Real Properties designated in set forth on SCHEDULE 6.20(a5.1(h) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the - 50 - "MORTGAGED PROPERTIES"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) an opinion of counsel (which counsel shall be satisfactory to the Agent) in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements to be recorded or filed in such state and such other matters as the Agent may request, in form and substance satisfactory to the Agent; (iii) in the case of each real property leasehold interest estate of any the Credit Party constituting Mortgaged PropertyParties set forth on SCHEDULE 5.1(h) (each a "LEASEHOLD PROPERTY" and collectively the "LEASEHOLD PROPERTIES"), (a) such estoppel letters, consents and waivers from the landlords on of such real property as may be reasonably required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies (the "MORTGAGE POLICIES") issued by Chicago Title Insurance Company title insurers satisfactory to the Agent (the "TITLE INSURANCE COMPANY") ), in amounts not less than satisfactory to the respective amounts designated in SCHEDULE 6.20 (a) Agent with respect to any particular Mortgaged Propertyall Real Properties, assuring the Agent that each of the Mortgage Instruments creates a applicable Mortgages, as applicable, create valid and enforceable first priority mortgage lien liens on the applicable Mortgaged Propertyrespective Real Properties, free and clear of all defects and encumbrances except Permitted Liens, Liens which policies Mortgage Policies shall otherwise be in form and substance satisfactory to the Agent and containing such endorsements as shall be satisfactory to the Agent and for any other matters that the Agent may request, and shall provide for affirmative insurance and such reinsurance as the Agent may request, all of the foregoing in form and substance satisfactory to the Agent; (v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by or other evidence acceptable to the Agent to that none of the extent such endorsements are reasonably available in improvements on the jurisdictions in which the Mortgaged Real Properties are located; (v) evidence as to (A) whether located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and for the applicable portion of the premises, naming the Agent as sole loss payee on behalf for the benefit of the Lenders; and, as mortgagee; (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Real Properties, and the uses of the Mortgaged Real Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Real Properties, the permitted uses of each such Mortgaged Real Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively of the "MORTGAGED PROPERTIES")Closing Date; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Commitments") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower's payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an "as-is" appraisal of each Borrowing Base Property (other than Xxxxxxx National, for which "as completed" and "as stabilized" appraisals shall be required) in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, such appraisals shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; (viii) a recent environmental site assessment with respect to each Borrowing Base Property showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with a property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and (ix) evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE 6.20(aSchedule 5.1(e) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"); (ii) except in respect of the Mortgaged Properties described in items (7) through (10) on Schedule 5.1(e), a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged PropertyProperty (except in respect of the Mortgaged Properties described in items (7) through (10) on Schedule 5.1(e)), (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with except in respect to each of the Real Mortgaged Properties identified as described in items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 (7) through (10) on subpart (1) of SCHEDULE 6.20(aSchedule 5.1(e), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the title insurance company issuing the policy referred to in Section 5.1(e)(v) (the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).to

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (or amendments to existing Mortgages (as defined herein), to the extent requested by the Administrative Agent) (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage" and collectively the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties designated as a Mortgaged Property (in SCHEDULE 6.20(aconsultation with the Administrative Agent) which are not identified on such in Schedule as "Excluded Properties" 1.20(a) (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties")) together with such UCC-1 financing statements as are necessary with respect to each such Mortgaged Property; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of LendersLenders and any other secured parties identified in such Mortgage; (iii) searches with respect to each the title of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified Mortgages conducted by the title insurance company issuing the policies referred to in Section 4.1(d)(iv) (the Agent and the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each of the Agent and the Title Insurance CompanyAdministrative Agent, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17Administrative Agent; (iv) ALTA mortgagee title insurance policies issued by Chicago Commonwealth Land Title Insurance Company and Lawyers Title Insurance Company (or amendments or endorsements to any existing mortgagee policies to the extent requested by the Administrative Agent) (the "TITLE INSURANCE COMPANYMortgage Policies") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular each Mortgaged PropertyProperty designated as a material Mortgaged Property on Schedule 1.20(a), assuring the Collateral Agent that each of the Mortgage Instruments on each such material Mortgaged Property creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except for Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, and shall include such endorsements and coverage as are reasonably requested by the Administrative Agent to and shall contain such reinsurance as the extent Administrative Agent may require; without limiting the foregoing, such endorsements are Mortgage Policies shall be in such amounts as the Administrative Agent may reasonably available require (but in no event shall the jurisdictions in which the Mortgaged Properties are located;aggregate amount of such Mortgage Policies be less than $550,000,000); and (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Collateral Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the AgentAgents: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to in the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated properties listed in SCHEDULE 6.20(a3.19 (a) which are not identified on such Schedule as "Excluded Properties" properties owned by the Credit Parties (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) a title report obtained by the Credit Parties in the case respect of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of LendersMortgaged Properties; (iii) with respect to each of the Real Properties identified as items 2Mortgaged Property, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago First American Title Insurance Company (the "TITLE INSURANCE COMPANYMORTGAGE POLICIES") ), in amounts not less than the respective amounts designated in SCHEDULE 6.203.19 (a) with respect to any particular Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are the Administrative Agent may reasonably requested by request, all of the Agent foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAdministrative Agent; (viv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (viv) evidence maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of them, dated a 3.1 zoning endorsement date satisfactory to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, Administrative Agent and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to zoning should include the zoning designation made for each of the Mortgaged PropertiesAdministrative Agent and the Title Insurance Company, which maps or plats and the permitted uses of each such Mortgaged Properties under such zoning designation surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if availablethe site is described as being on a filed map, zoning requirements as a legend relating the survey to parking, lot size, ingress, egress and building setbacks)said map.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party (to the extent deemed material by the Agent) in each of the Real Properties real property asset designated in SCHEDULE 6.20(a6.19(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIESREAL Properties"); (ii) a title report obtained by the Credit Parties to the extent deemed necessary by the Agent) in respect of each of the Mortgaged Properties; (iii) in the case of each material real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(i) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"TITLE INSURANCE COMPANY") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(i)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent; (v) ALTA mortgagee title insurance policies issued by First American Title Insurance Company (the "MORTGAGE POLICIES"), in amounts not less than the respective amounts designated in SCHEDULE 6.19 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent; (vi) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer or certified on a survey, as to whether (a) any Mortgaged Property (an "FLOOD HAZARD Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; (vii) If there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; (viii) If there are maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992 or 1997, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and (ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance Evidence reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Propertieslaws, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress regulations and building setbacks)ordinances including without limitation health and environmental protection laws.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated existing as of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments filed in SCHEDULE 6.20(a) which are not identified on such Schedule connection with the Existing Credit Agreement reflecting changes necessitated by the execution and delivery hereof as "Excluded Properties" (each a "MORTGAGED PROPERTY" an amendment and collectively the "MORTGAGED PROPERTIES")restatement thereof; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments; (v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an “as-is” appraisal of each Borrowing Base Property (other than Gxxxxxx National, for which “as completed” and “as stabilized” appraisals shall be required) in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, such appraisals shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; (viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with a property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and (ix) evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 6.19(a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”); (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and the other owned Mortgaged Properties certified to the Administrative Agent and the title insurance company issuing the policies referred to in Section 5.01(d)(iv) (the “Title Insurance Company (hereinafter definedCompany”) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any such Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and (viv) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 6.19(a) (the “Shoreline/Cottage Grove Properties”), and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Collateral Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Collateral Agent: (i) to the extent not previously received by the Collateral Agent, fully executed and notarized mortgages, deeds of trust or deeds to secure debt in registerable form (each, as the same previously modified or amended and as may be amended, modified, restated further modified or supplemented amended from time to time, each a "MORTGAGE INSTRUMENTMORTGAGE" and collectively the "MORTGAGE INSTRUMENTSMORTGAGES") ), or modifications of such Mortgages delivered in connection with the Existing Credit Agreement, in each case encumbering the fee interest and/or(whether legal, to equitable or otherwise) of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties in each real property asset owned by a Credit Party in each of the Real Properties designated in set forth on SCHEDULE 6.20(a5.1(G) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIESProperties"), together with such UCC-1 or UCC-3 financing statements (or equivalent instruments) as the Collateral Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) to the extent not previously received by the Collateral Agent, fully executed and notarized mortgages, deeds of trust or deeds to secure debt in registerable form (as previously modified or amended and as may be further modified or amended from time to time, each a "LEASEHOLD MORTGAGE" and collectively the "LEASEHOLD MORTGAGES"), or modifications of such Leasehold Mortgages delivered in connection with the Existing Credit Agreement, in each case of each real property encumbering the leasehold interest of any of the Credit Party constituting Parties in each leasehold estate set forth on SCHEDULE 5.1(G) (each a "LEASEHOLD MORTGAGED PROPERTY" and collectively the "LEASEHOLD MORTGAGED PROPERTIES"), together with such UCC-1 or UCC-3 financing statements (or equivalent instruments) as the Collateral Agent shall deem appropriate with respect to such Leasehold Mortgaged Property, (aProperties and evidence that each leasehold estate set forth on SCHEDULE 5.1(G) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be is in the form name of a Credit Party; provided that the Collateral Agent shall not file any Leasehold Mortgage unless (A) the consent of the landlord to such Leasehold Mortgaged Property has been received or (B) it would not violate the lease applicable to such Leasehold Mortgage; (iii) an opinion of counsel in the state in which each Mortgaged Property and substance reasonably satisfactory Leasehold Mortgaged Property is located with respect to the Agent and enforceability of the form of Mortgage or Leasehold Mortgage (b) evidence that or the applicable lease, a memorandum of lease with respect modifications thereto, as applicable), as applicable, and sufficiency of the form of UCC-1 and/or UCC-3 financing statements (or equivalent instruments) to be recorded or filed in such state and such other evidence of such lease matters as the Collateral Agent may request, in form and substance reasonably satisfactory to the Collateral Agent, has been ; and (iv) ALTA or will be recorded in all places other appropriate form mortgagee title insurance policies (the "MORTGAGE POLICIES") issued by a title insurer reasonably satisfactory to the extent necessary Collateral Agent (the "TITLE INSURANCE COMPANY") or desirablesufficient endorsements to existing title insurance policies previously issued by the Title Insurance Company, in amounts reasonably satisfactory to the reasonable judgment of Collateral Agent with respect to each Mortgaged Property, assuring the Agent, so as to enable Collateral Agent that the Mortgage Instrument encumbering such leasehold interest to effectively applicable Mortgages create a valid and enforceable first priority lien (subject to mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Liens) on , which Mortgage Policies and endorsements to existing title insurance policies shall be in form and substance reasonably satisfactory to the Collateral Agent and containing such leasehold interest in favor endorsements as shall be reasonably satisfactory to the Collateral Agent and for any other matters that the Collateral Agent may request, and shall provide affirmative insurance and such reinsurance as the Collateral Agent may request, all of the Agent (or such other Person as may be required or desired under local law) for foregoing in form and substance reasonably satisfactory to the benefit of Lenders;Agents. (iiiv) to the extent not previously received by the Collateral Agent, environmental assessment reports and related documents with respect to each of all Mortgaged Properties. (vi) to the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a)extent not previously received by the Collateral Agent, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Companythem, dated a date reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyorsurveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17;a legend relating the survey to said map. (ivvii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are not previously received by the Collateral Agent, certification from a registered engineer or land surveyor or other evidence reasonably available in acceptable to the jurisdictions in which Collateral Agent that none of the improvements on the Mortgaged Properties are located; (v) evidence as to (A) whether located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent policy from a company and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence in an amount reasonably satisfactory to the Collateral Agent (which evidence for the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each applicable portion of the Mortgaged Propertiespremises, and naming the uses Collateral Agent, for the benefit of the Mortgaged PropertiesLenders, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)mortgagee.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) with respect to the real property described on Schedule 6.20(a) (the "Mortgaged Property"), a fully executed and notarized mortgages, deeds of trust or deeds to secure debt mortgage (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering (A) the fee interest and/orof the IDB Authority (which Mortgage Instrument shall include an assignment of all leases, rents and profits in respect of the Mortgaged Property and separate assignment of leases, rents and profits from the IDB Authority to the extent available using commercially reasonable effortsAgent, in recordable form) and (B) the leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")Borrower; (ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with respect except as otherwise indicated on Schedule 6.20, the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(e)(v) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"Title Insurance Company") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(e)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent; (v) ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent; (vi) except as otherwise indicated on Schedule 6.20, evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (a) any Mortgaged Property (a "Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; (vii) if there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; (viii) except as otherwise indicated on Schedule 6.20, if there are maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and (ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably evidence satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Propertieslaws, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress regulations and building setbacks)ordinances.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent The Trustee shall have received the followingreceived, in form and substance reasonably satisfactory to the AgentTrustee: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt, or, as applicable, modifications and amendments of existing mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"); (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies (or endorsements and update of existing policies in favor of the Trustee) issued by Chicago Title Insurance Company title companies applicable to the Trustee (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent Trustee that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent Trustee and shall include provide for affirmative insurance and such endorsements reinsurance as are the Trustee may reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Propertyrequest, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance all of the Consolidated Parties evidencing flood insurance satisfactory to the Agent foregoing in form and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence substance reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).Trustee;

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"); (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the title insurance company issuing the policy referred to in Section 5.2(f)(iv) (the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17a legend relating the survey to said map; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the Federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"); (ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties; (iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(e)(v) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"Title Insurance Company") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(g)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent; (v) ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent; (vi) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (a) any Mortgaged Property (a "Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; (vii) if there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; (viii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all items the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from Table A thereof completeda physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and (ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably evidence satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks)) and laws regarding access and facilities for disabled persons including, but not limited to, the federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.

Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered): (i) if required by the Administrative Agent, fully executed and notarized amendments to the Mortgage Instruments (each, a “Mortgage Modification” and collectively the “Mortgage Modifications”) reflecting changes necessitated by the execution and delivery hereof as an amendment and/or restatement of the mortgages, deeds of trust or deeds to secure debt (each, as amended by the same may be Mortgage Modifications, and as heretofore or hereafter further amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS") “Mortgage Instruments”), encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively of the "MORTGAGED PROPERTIES")Closing Date; and; (ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (iii) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys Surveys, jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997, with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712; (iv) ALTA mortgagee if available in the applicable state where such Borrowing Base Property is located, and if required by the Administrative Agent, modification endorsements to each existing loan policy of title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a“Title Policy Endorsements”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each the lien of the Mortgage Instruments creates Instruments, from and after the Closing Date, shall continue to be a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Title Policy Endorsements shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, together with evidence of recording of the Mortgage Modifications in the land records of the proper jurisdictions and shall include such endorsements evidence of the Borrower’s payment of all premiums required to be paid as are reasonably requested by the Agent a condition to the extent issuance of such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedTitle Policy Endorsements; (v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and[intentionally omitted]; (vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); (vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; and (viii) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.