Common use of Real Property Documents Clause in Contracts

Real Property Documents. U.S. Collateral Agent shall have received: (i) fully executed counterparts of amended and restated deeds of trusts, mortgages and similar documents in each case in form and substance satisfactory to U.S. Collateral Agent (each a “Mortgage” and collectively, the “Mortgages”), which Mortgages shall cover such of the Real Property as shall be listed in Schedule 5.1(c) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of U.S. Collateral Agent, to create a valid and enforceable first priority lien on each Mortgaged Property, subject only to Permitted Liens, in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law and naming U.S. Collateral Agent as the beneficiary thereunder) for the benefit of the Lenders on the Initial Borrowing Date; (ii) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, issued by a title insurance company satisfactory to U.S. Collateral Agent (the “Mortgage Policies”) in amounts reasonably satisfactory to U.S. Collateral Agent assuring U.S. Collateral Agent that the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, and the Mortgage Policies shall be in form and substance satisfactory to U.S. Collateral Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that U.S. Collateral Agent in its discretion may request, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Agent in its discretion may request; (iii) with respect to each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously delivered, a survey, in form and substance satisfactory to U.S. Collateral Agent, of each Mortgaged Property listed on Schedule 5.1(c), dated a recent date acceptable to U.S. Collateral Agent, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner satisfactory to U.S. Collateral Agent; (iv) with respect to each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such survey, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form and substance satisfactory to, and addressed to, U.S. Collateral Agent and the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property; and (v) evidence of payment by the U.S. Credit Parties of all applicable premiums for the Mortgagee Policies, search and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation of the Mortgages, and all other fees, charges, costs and expenses payable in connection with recordation of the Mortgages and issuance of the Mortgagee Policies.

Real Property Documents. U.S. Collateral Administrative Agent shall have received: (i) fully executed and notarized counterparts of amended and restated deeds of trusts, mortgages and similar documents in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, in each case in form and substance satisfactory to U.S. Collateral Administrative Agent (each a “Mortgage” and collectively, the “Mortgages”), which Mortgages shall cover such of the Real Property real property owned by each Credit Party in the United States and identified on Schedule 6.11(c) as shall to be listed in Schedule 5.1(c) encumbered by a Mortgage (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages Mortgages, for recording in all places to the extent necessary or desirable, in the judgment of U.S. Collateral Agentnecessary, to create a valid and enforceable first second priority lien on each Mortgaged Property, Property subject only to Permitted Liens, in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law Real Property Encumbrances and naming U.S. Collateral Agent as the beneficiary thereunder) for the benefit first priority liens of the Lenders on the Initial Borrowing DateTerm Agent; (ii) if necessary in the relevant jurisdiction, completed UCC-1 financing statements as reasonably deemed necessary or desirable by Administrative Agent with respect to each such Mortgaged Property and the fixtures attached thereto or otherwise located thereon; (iii) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, ) issued by a title insurance company satisfactory to U.S. Collateral Agent the Title Company (the “Mortgage Policies”) in amounts reasonably satisfactory to U.S. Collateral Administrative Agent (but which shall in any event be no greater than the lesser of the Fair Market Value of the Mortgaged Property and the Revolving Commitments), assuring U.S. Collateral Administrative Agent that that, as to the Mortgaged Fee Property, the Mortgages are valid and enforceable first second priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, Real Property Encumbrances and the first priority liens of the Term Agent and the terms and conditions of the Mortgage Policies. The Mortgage Policies shall be in form and substance satisfactory to U.S. Collateral Administrative Agent, shall include such endorsements as may be reasonably required by Administrative Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, available in the Notes and the Mortgages and for any other matter that U.S. Collateral Agent respective jurisdiction(s) in its discretion which each such Mortgaged Property may requestbe located, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Administrative Agent in its reasonable discretion may requestrequest and which is available in the respective jurisdiction in which the Mortgaged Property is located; provided, however, that as to any Mortgage Policies issued with respect to Mortgaged Property located in the State of Texas, Administrative Agent acknowledges that (i) the promulgated Form T-2 is an acceptable form of insurance for such Mortgage Policies, (ii) no T-19 Endorsement shall be required and (iii) a survey exception may be included; (iiiiv) with respect to for each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously deliveredFee Property, either (1) a survey, in form and substance reasonably satisfactory to U.S. Collateral Administrative Agent, dated within one (1) year of each Mortgaged Property listed on Schedule 5.1(c), dated a recent date acceptable to U.S. Collateral Agentthe Closing Date, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner reasonably satisfactory to U.S. Collateral Administrative Agent or (2) a prior survey, in form and substance reasonably satisfactory to Administrative Agent; (iv) with respect to each Mortgaged Property as to which , certified by a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such surveylicensed professional surveyor, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form for each such prior survey and substance satisfactory to, and addressed to, U.S. Collateral Agent and such other documents as are required for the subject title insurance company issuing to remove all survey exceptions to the Mortgage Policy for each Mortgaged Property and to issue a “same-as-survey” endorsement to same but in each case, only to the subject extent available in the jurisdiction where the Mortgaged Property; andProperty is located or required pursuant to the terms of this Agreement; (v) evidence of payment as to (A) whether any Mortgaged Fee Property is in an area designated by the U.S. Federal Emergency Management Agency as having special flood or mud slide hazards and (B) if any Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, (1) whether the community in which such Mortgaged Fee Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Parties Party’s written acknowledgment of all applicable premiums for receipt of written notification from the Mortgagee PoliciesAdministrative Agent (a) as to the fact that such Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, search (b) as to whether the community in which each such Mortgaged Fee Property is located is participating in the National Flood Insurance Program and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation (3) copies of insurance policies or certificates of insurance of the Mortgages, applicable Credit Party evidencing flood insurance satisfactory to Administrative Agent and all other fees, charges, costs and expenses payable in connection with recordation naming the Administrative Agent as sole loss payee on behalf of the Mortgages and issuance of the Mortgagee Policies.Secured Creditors; and

Real Property Documents. U.S. Collateral Administrative Agent shall have received: (ia) fully executed and notarized counterparts of amended and restated deeds of trusts, mortgages and similar documents in favor of Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, in each case in form and substance satisfactory to U.S. Collateral Administrative Agent (each a “Mortgage” and collectively, the “Mortgages”), which Mortgages shall cover such of the Real Property real property owned by each Credit Party in the United States and identified on Schedule 6.11(c) as shall to be listed in Schedule 5.1(c) encumbered by a Mortgage (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages Mortgages, for recording in all places to the extent necessary or desirable, in the judgment of U.S. Collateral Agentnecessary, to create a valid and enforceable first priority lien on each Mortgaged Property, Property subject only to Permitted Liens, in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law Real Property Encumbrances and naming U.S. Collateral Agent as the beneficiary thereunder) for the benefit second priority liens of the Lenders on the Initial Borrowing DateRevolver Agent; (iib) if necessary in the relevant jurisdiction, completed UCC-1 financing statements as reasonably deemed necessary or desirable by Administrative Agent with respect to each such Mortgaged Property and the fixtures attached thereto or otherwise located thereon; (c) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, ) issued by a title insurance company satisfactory to U.S. Collateral Agent the Title Company (the “Mortgage Policies”) in amounts reasonably satisfactory to U.S. Administrative Agent (but which shall in any event be no greater than the lesser of the Fair Market Value of the Mortgaged Property and the Term B Commitments), assuring Collateral Agent assuring U.S. Collateral Agent that that, as to the Mortgaged Fee Property, the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted LiensReal Property Encumbrances, the second priority liens of the Revolver Agent and the terms and conditions of the Mortgage Policies. The Mortgage Policies shall be in form and substance satisfactory to U.S. Collateral Administrative Agent, shall include such endorsements as may be reasonably required by Administrative Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, available in the Notes and the Mortgages and for any other matter that U.S. Collateral Agent respective jurisdiction(s) in its discretion which each such Mortgaged Property may request, be located and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Administrative Agent in its reasonable discretion may requestrequest and which is available in the respective jurisdiction in which the Mortgaged Property is located; provided, however, that as to any Mortgage Policies issued with respect to Mortgaged Property located in the State of Texas, Administrative Agent acknowledges that (i) the promulgated Form T-2 is an acceptable form of insurance for such Mortgage Policies, (ii) no T-19 Endorsement shall be required and (iii) a survey exception may be included; (iiid) with respect to for each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously deliveredFee Property, either (1) a survey, in form and substance reasonably satisfactory to U.S. Collateral Administrative Agent, dated within one (1) year of each Mortgaged Property listed on Schedule 5.1(c), dated a recent date acceptable to U.S. Collateral Agentthe Closing Date, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner reasonably satisfactory to U.S. Collateral Administrative Agent or (2) a prior survey, in form and substance reasonably satisfactory to Administrative Agent; (iv) with respect to each Mortgaged Property as to which , certified by a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such surveylicensed professional surveyor, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form for each such prior survey and substance satisfactory to, and addressed to, U.S. Collateral Agent and such other documents as are required for the subject title insurance company issuing to remove all survey exceptions to the Mortgage Policy for each Mortgaged Property and to issue a “same-as-survey” endorsement to same but in each case, only to the subject extent available in the jurisdiction where the Mortgaged PropertyProperty is located or required pursuant to the terms of this Agreement; (e) evidence as to (i) whether any Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (ii) if any Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, (A) whether the community in which such Mortgaged Fee Property is located is participating in the National Flood Insurance Program, (B) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Collateral Agent (1) as to the fact that such Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, and (1) as to whether the community in which each such Mortgaged Fee Property is located is participating in the National Flood Insurance Program and (C) copies of insurance policies or certificates of insurance of the applicable Credit Party evidencing flood insurance satisfactory to Administrative Agent and naming the Collateral Agent as sole loss payee on behalf of the Secured Creditors; and (v) evidence of payment by the U.S. Credit Parties of all applicable premiums for the Mortgagee Policies, search and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation of the Mortgages, and all other fees, charges, costs and expenses payable in connection with recordation of the Mortgages and issuance of the Mortgagee Policies.

Real Property Documents. U.S. Collateral Administrative Agent shall have received: (i) fully executed counterparts of amended and restated deeds of trusts, mortgages and similar documents in each case in form and substance reasonably satisfactory to U.S. Collateral Administrative Agent and the Required Lenders (each a “"Mortgage” " and collectively, the “"Mortgages”"), which Mortgages shall cover such of the Real Property real property owned by the Company and each Credit Party in the United States as shall be listed in Schedule 5.1(c5.1(c)(i) (each a “"Mortgaged Property” " and collectively, the “"Mortgaged Properties”"), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the reasonable judgment of U.S. Collateral Administrative Agent, to create a valid and enforceable first priority lien on each Mortgaged Property, Property (subject only to Permitted Liens, ) in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law and naming U.S. Collateral Agent as the beneficiary thereunderlaw) for the benefit of the Lenders on the Initial Borrowing Date; (ii) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, ) issued by a title insurance company reasonably satisfactory to U.S. Collateral Administrative Agent (the “"Mortgage Policies”") in amounts reasonably satisfactory to U.S. Collateral Administrative Agent and the Required Lenders assuring U.S. Collateral Administrative Agent that the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, and the Mortgage Policies shall be in form and substance reasonably satisfactory to U.S. Collateral Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that U.S. Collateral Administrative Agent or the Required Lenders in its their reasonable discretion may request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Administrative Agent or the Required Lenders in its their discretion may request; (iii) with respect to each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously delivered, a survey, in form and substance reasonably satisfactory to U.S. Collateral Administrative Agent, of each Mortgaged Property listed on Schedule 5.1(c5.1(c)(i), dated a recent date acceptable to U.S. Collateral Administrative Agent, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner satisfactory to U.S. Collateral Administrative Agent;; and (iv) each applicable Foreign Security Subsidiary shall execute and deliver a Mortgage encumbering each Real Property identified on Schedule 5.1(c)(iv) hereto, in form for recording in the recording office of each political subdivision where each Real Property is situated, together with such certificates, notarizations, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such financing statements or other instruments as are contemplated by the local or foreign counsel opinions in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien (or its equivalent under foreign local law) on such Mortgaged Property (subject only to Permitted Liens) in favor of Collateral Agent, together with (i) an opinion of local counsel and (ii) each other item and/or documentation reasonably required to be delivered with respect to each Mortgaged Property as pursuant to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such survey, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form and substance satisfactory to, and addressed to, U.S. Collateral Agent and the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property; and (v) evidence of payment by the U.S. Credit Parties of all applicable premiums for the Mortgagee Policies, search and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation of the Mortgages, and all other fees, charges, costs and expenses payable in connection with recordation of the Mortgages and issuance of the Mortgagee PoliciesSection 5.1(c).

Real Property Documents. U.S. Each Lender acknowledges and agrees that the Collateral Agent will have no obligation or liability with respect to any actions or liabilities contained in or with respect to any Mortgages or any related filings (collectively, the “Real Property Documents”), recorded in connection with the transaction contemplated by this Loan Agreement, notwithstanding that the Collateral Agent is the named mortgagee or beneficiary, as applicable, or assignee thereunder. Notwithstanding the foregoing, in the event that the Administrative Agent or Lenders direct the Collateral Agent to take any action in connection with such Real Property Documents, or the property related thereto, the Collateral Agent shall cooperate to give effect to such directions but, unless indemnity acceptable to the Collateral Agent (in its sole discretion) has been provided to it, shall have no obligation to take any such action with respect to such Real Property Documents in the event that it determines, in its sole discretion, that the taking of such action would expose itself to liability, financial or otherwise, pursuant to the provisions of such Real Property Document or the laws of the applicable governing jurisdiction. In such case, the Collateral Agent will cooperate with the Administrative Agent and the Lenders to effect an assignment of such Real Property Documents upon direction of the Administrative Agent or the Majority Lenders, as applicable. Pending any such assignment, the Collateral Agent shall have received: (i) fully executed counterparts of amended no obligation to take any action in connection with such Real Property Document. Notwithstanding the foregoing, but without limitation thereof, and restated deeds of trusts, mortgages and similar documents in each case in form and substance satisfactory addition to U.S. any right or remedy available to the Collateral Agent (each a “Mortgage” and collectivelythereunder or under applicable law, the “Mortgages”)Borrower hereby indemnifies, which Mortgages shall cover such of defends and holds the Real Property as shall be listed in Schedule 5.1(c) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of U.S. Collateral Agent, to create a valid and enforceable first priority lien on each Mortgaged Property, subject only to Permitted Liens, in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law and naming U.S. Collateral Agent as the beneficiary thereunder) for the benefit of the Lenders on the Initial Borrowing Date; (ii) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, issued by a title insurance company satisfactory to U.S. Collateral Agent (the “Mortgage Policies”) in amounts reasonably satisfactory to U.S. Collateral Agent assuring U.S. Collateral Agent that the Mortgages are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, and the Mortgage Policies shall be in form and substance satisfactory to U.S. Collateral Agent and shall includeeach of its officers, as appropriatedirectors, an endorsement for future advances under this Agreement, the Notes employees and the Mortgages and for agents harmless from any other matter that U.S. Collateral Agent losses or liabilities incurred in its discretion may request, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Agent in its discretion may request; (iii) connection with any Real Property Documents with respect to each Mortgaged Property as its Collateral, prior to which a currently accurate survey prepared the Collateral Agent’s affirmative agreement to take action in connection therewith in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously delivered, a survey, in form and substance satisfactory to U.S. Collateral Agent, of each Mortgaged Property listed on Schedule 5.1(c), dated a recent date acceptable to U.S. Collateral Agent, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner satisfactory to U.S. Collateral Agent; (iv) with respect to each Mortgaged Property as to which a currently accurate survey prepared in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such survey, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form and substance satisfactory to, and addressed to, U.S. Collateral Agent and the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property; and (v) evidence of payment by the U.S. Credit Parties of all applicable premiums for the Mortgagee Policies, search and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation written direction of the Mortgages, and all other fees, charges, costs and expenses payable in connection with recordation of Administrative Agent and/or the Mortgages and issuance of the Mortgagee PoliciesLenders.

Real Property Documents. U.S. Collateral Agent shall have received: (i) fully executed and notarized counterparts of amended and restated deeds of trusts, mortgages and similar documents (or, in the case of the Existing Mortgages, amendments thereto (the “Mortgage Amendments”)) in favor of Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, in each case in form and substance satisfactory to U.S. Collateral Agent (as so amended, each a “Mortgage” and collectively, the “Mortgages”), which Mortgages shall cover such of the Real Property real property owned by each Credit Party in the United States and identified on Schedule 6.11(c) as shall to be listed in Schedule 5.1(c) encumbered by a Mortgage (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages Title Company, for recording in all places to the extent necessary or desirable, in the judgment of U.S. Collateral Agentnecessary, to create a valid and enforceable first second priority lien on each Mortgaged Property, Property subject only to Permitted Liens, in favor of U.S. Collateral Agent (or such other trustee as may be required or desired under local law Real Property Encumbrances and naming U.S. Collateral Agent as the beneficiary thereunder) for the benefit first priority liens of the Lenders on the Initial Borrowing DateTerm Collateral Agent; (ii) to the extent that the Mortgages are not sufficient as fixture filings, completed UCC-1 financing statements as reasonably deemed necessary or desirable by Collateral Agent with respect to each such Mortgaged Property and the fixtures attached thereto or otherwise located thereon; (iii) (A) mortgagee title insurance policies (or signed and binding “marked-up” commitments to issue such title insurance policies or pro formas of each such title insurance policies), with extended coverage over the so-called “general exceptions”, ) issued by a title insurance company satisfactory to U.S. Collateral Agent the Title Company (the “Mortgage Policies”) in amounts reasonably satisfactory to U.S. Collateral Agent assuring U.S. (but which shall in any event be no greater than the lesser of the Fair Market Value of the Mortgaged Property and the Revolving Commitments) and (B) a T-38 endorsement or its equivalent to the existing Mortgage Policy for each Existing Mortgage in form and substance satisfactory to Collateral Agent that (the “Mortgage Policy Endorsements”), assuring Collateral Agent, as to the Mortgaged Fee Property, the Mortgages are valid and enforceable first second priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects, encumbrances and other Liens except Permitted Liens, Real Property Encumbrances and the first priority liens of the Term Agent and the terms and conditions of the Mortgage Policies. The Mortgage Policies and the Mortgage Policies Policy Endorsements shall be in form and substance satisfactory to U.S. Collateral Agent, and the Mortgage Policies shall include such other endorsements as may be reasonably required by Collateral Agent and shall include, as appropriate, an endorsement for future advances under this Agreement, available in the Notes and the Mortgages and for any other matter that U.S. Collateral Agent respective jurisdiction(s) in its discretion which each such Mortgaged Property may requestbe located, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as U.S. Collateral Agent in its discretion may request; (iii) request and which is available in the respective jurisdiction in which the Mortgaged Property is located; provided, however, that as to any Mortgage Policies issued with respect to each Mortgaged Property as to which a currently accurate survey prepared located in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was not previously deliveredState of Texas, a survey, in form and substance satisfactory to U.S. Collateral Agent, of each Mortgaged Property listed on Schedule 5.1(c), dated a recent date acceptable to U.S. Collateral Agent, certified to U.S. Collateral Agent, the title insurance company issuing the Mortgage Policy for the subject Mortgaged Property, Winston & Xxxxxx LLP and any other parties designated by U.S. Collateral Agent by acknowledges that (x) the promulgated Form T-2 is an acceptable form of insurance for such Mortgage Policies, (y) no T-19 Endorsement shall be required and (z) a licensed professional surveyor in the jurisdiction in which such Mortgaged Property is located and otherwise in a manner satisfactory to U.S. Collateral Agentsurvey exception may be included; (iv) with respect to for each Mortgaged Property as to which a currently accurate Fee Property, the prior survey prepared delivered in accordance connection with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” was previously delivered, original prints of such survey, together with a survey affidavit by the record owner of such Mortgaged Property of no change in form and substance satisfactory to, and addressed to, U.S. Collateral Agent and the title insurance company issuing the Mortgage Policy for the subject Mortgaged PropertyExisting Credit Agreement; and (v) evidence of payment as to (A) whether any Mortgaged Fee Property is in an area designated by the U.S. Federal Emergency Management Agency as having special flood or mud slide hazards and (B) if any Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, (1) whether the community in which such Mortgaged Fee Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Parties Party’s written acknowledgment of all applicable premiums for receipt of written notification from the Mortgagee PoliciesCollateral Agent (a) as to the fact that such Mortgaged Fee Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards, search (b) as to whether the community in which each such Mortgaged Fee Property is located is participating in the National Flood Insurance Program and exam charges, closing and escrow fees payable in connection with the Mortgagee Policies, survey costs and related charges, documentary, stamp, intangible, recording and similar taxes payable in connection with the delivery and recordation (3) copies of insurance policies or certificates of insurance of the Mortgages, applicable Credit Party evidencing flood insurance satisfactory to Collateral Agent and all other fees, charges, costs and expenses payable in connection with recordation naming the Collateral Agent as sole loss payee on behalf of the Mortgages and issuance of the Mortgagee PoliciesSecured Creditors.