Common use of Real Property Matters Clause in Contracts

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property owned or acquired by a Credit Party after the Closing Date with a fair market value greater than $5,000,000, to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(aSection 6.09(a) above, within 30 days after such parcel of Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and reasonably satisfactory in form and substance to the Administrative Agent; (iii) available copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (viv) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized)listed; and all such environmental reports shall be reasonably satisfactory in form and substance to the Administrative Agent;; and (viivi) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by an EMEA Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent; (B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, and (2) then the amount secured by such Mortgage shall provide for affirmative insurance and such reinsurance as be limited to the amount determined by the Administrative Agent may in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably requestdetermined by the Credit Parties, all of the foregoing in form and substance reasonably satisfactory no appraisals shall be required unless required pursuant to the Administrative Agentapplicable legal requirements; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether (1) such Real Property is a Flood Hazard Property, and (2y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Real Property is a Flood Hazard PropertyProperty and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the extent required under Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) to the extent required by the Title Company for deletion of the so-called “survey exception”, a surveysurvey of such Real Property, certified by a licensed professional surveyor in form and substance reasonably a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agentacting reasonably; (viF) a certificate of the U.S. Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel)Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent;and (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered therebythereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided that such opinion may assume, and covering such other matters of law in connection no additional opinion will be required with respect to the executionpower, deliveryauthority, recording authorization and enforcement due execution and delivery by the applicable Credit Party of such Mortgage as Mortgage. (iii) Subject to the Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent may with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably request; and (viii) agreed upon request by the parties to the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Administrative Agent with respect to each such Real Property to create in favor of the Administrative Agent Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the LendersUnited States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Administrative Agent shall have received appraisalsdeliver (A) to the Lenders, reasonably satisfactory a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the U.S. Borrower, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in form which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Lenders, evidence of the receipt by the U.S. Borrower of such notice and substance (C) to the Lenders, if such notice is required to be provided to the U.S. Borrower and flood insurance is available in the community in which such Real Property is located, evidence of the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the terms hereof or any other Loan Documents unless and until each Revolving Lender has confirmed to the Administrative Agent in writing its satisfaction with flood insurance due diligence and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardscompliance.

Real Property Matters. The Upon the request of the Administrative Agent, with respect to any or all of the real property owned by such Credit Parties Party, each Credit Party shall have delivered to the Administrative Agent within 30 days after such request (or such longer period as agreed to in writing by the Administrative Agent in its sole discretion) all of the following with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the followingowned real property: (i) a Mortgage Instrument in form and substance satisfactory to the Administrative Agent duly executed by an authorized officer of such Credit Party; (ii) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, to such Real Property real property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage Instrument creates a valid and enforceable first priority mortgage lien on the respective Real Property real property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiiii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage Instrument and satisfactory in form and substance to the Administrative Agent; (iiiiv) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve Systemreal property; (v) such other documents required by Section 5.12(c); (vi) to the extent reasonably requested by the Administrative Agent, a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Propertyreal property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vivii) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage Instrument relating to such Real Property real property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiviii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property real property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage Instrument as a lien on such Real Property real property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage Instrument as the Administrative Agent may reasonably request; and (viiiix) upon request of the Administrative Agent and/or the Lenderswith respect to each Operating Lease, the Administrative Agent shall have received appraisals, reasonably satisfactory a duly executed subordination agreement in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings; provided that, the Borrower or any of its Subsidiaries, that is Credit Parties shall not be required to be subjected deliver such subordination agreement to the Lien of the Security Agreement and is located at any plant or facility owned or leased by HoldingsAdministrative Agent if, after using commercially reasonable efforts, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” Credit Parties were unable to obtain a duly executed counterpart of such property (i.e., subordination agreement from the amount at which lessee under such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsOperating Lease.

Real Property Matters. The (a) No later than 120 days following the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to (i) provide to the Administrative Agent executed copies of each of the Mortgages, executed and delivered by a duly authorized officer of the Credit Parties shall have Party thereto, with respect to each Material Real Property and (ii) take all actions necessary or, in the opinion of the Administrative Agent, desirable to cause the Liens created by the Mortgages to be duly perfected in accordance with all applicable Requirements of Law. (b) At or prior to the time the Mortgages are delivered to the Administrative Agent with respect pursuant to Section 7.09(a), Avis will, and will cause each parcel of Real Property its applicable Subsidiaries to provide to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) aboveAdministrative Agent, all of and the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company issuing the policy referred to in Section 7.09(c) (the "Title Insurance Company"), maps or plats of an as-built survey of the sites of each of the Material Real Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent (a “and the Title Company”), in Insurance Company by an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent; Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall 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: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a title report issued physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the Title Company with respect theretobuilding structures and improvements on the sites; and (vi) if the site is described as being on a filed map, dated not more than 30 days a legend relating the survey to said map. (c) At or prior to the date of execution of time the applicable Mortgage and satisfactory in form and substance Mortgages are delivered to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions Agent pursuant to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidenceSection 7.09(a), which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard PropertyAvis will, and (2) will cause each of its applicable Subsidiaries, to provide to the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance Administrative Agent in respect of such Flood Hazard Property to the extent required under the applicable regulations each of the Board of Governors of the Federal Reserve System; Material Real Properties a mortgagee's title policy (vor policies) or marked up unconditional binder for such insurance dated a survey, in form and substance date reasonably satisfactory to the Administrative Agent, of or such Real Property, certified in a manner satisfactory other date as agreed to by the Administrative Agent by a licensed professional surveyor Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; ; (viii) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of insure that the Mortgage relating to such insured thereby creates a valid first Lien on the Material Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true encumbered thereby free and correct copies clear of all defects and encumbrances, except those permitted by Section 8.03 and such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall as may be satisfactory in form and substance to approved by the Administrative Agent; ; (viiiii) an opinion name the Administrative Agent for the benefit of local counsel admitted to practice the Lenders as the insured thereunder; (iv) be in the jurisdiction in which form of an ALTA Loan Policy; (v) contain such Real Property is located, reasonably satisfactory in form endorsements and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage affirmative coverage as the Administrative Agent may reasonably request; and (viiivi) upon request be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as reinsurers, at the option of the Administrative Agent) and (vii) be issued at ordinary rates (other than with respect to affirmative insurance). The Administrative Agent and/or shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid. The Administrative Agent shall have also received a copy of all recorded documents referred to, or listed as exceptions to title in, the Lenderstitle policy or policies referred to in this Section and a copy, certified by such parties as the Administrative Agent may deem reasonably appropriate, of all other documents affecting the property covered by each Mortgage (including documents relating to insurance coverage with respect to such property) as shall have been reasonably requested by the Administrative Agent. (d) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), with respect to any of the Material Real Properties which is located in an area identified by the Secretary of Housing and Urban Development as having special flood hazards, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance acknowledgement from the relevant Credit Party as required pursuant to the Administrative Agent and each Lender, dated not more than 60 days prior to the date Section 208.8(e)(3) of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien Regulation H of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsBoard.

Real Property Matters. The Credit Parties (a) Purchaser shall have delivered obtained no later than 10 days prior to the Administrative Agent with respect Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form of policy acceptable to each parcel of Purchaser) for the Owned Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) aboveProperty, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to Purchaser (the Administrative Agent (a “Title Company”), in an amount not less than together with a copy of all documents referenced therein (the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved“Title Commitment”). At Closing, insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) Purchaser shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) have obtained a title report issued by insurance policy from the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification xxxx-up of a pro forma of the Title Commitment) in accordance with the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Title Company or from an insurance brokerthrough the date of recording, surveyorsubject only to Permitted Encumbrances, engineer or other provider, in such amount as Purchaser and the Company reasonably determine to whether (1) such be the value of the Real Property is a Flood Hazard Propertyinsured thereunder (the “Title Policy”). The Title Policy shall include an extended coverage endorsement (insuring over the general or standard exceptions), ALTA Form 3.1 zoning (with parking and loading docks), non-imputation, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a surveyall other endorsements reasonably requested by Purchaser, in form and substance reasonably satisfactory to Purchaser and the Administrative AgentTitle Company. The […***…] Seller shall provide to Purchaser and the Title Company, of such Real Propertya non-imputation affidavit, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance reasonably acceptable to the Administrative Agent;Title Company. (viib) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent Purchaser shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more obtained no later than 60 10 days prior to the Closing, a survey for the Owned Real Property, dated no earlier than the date of execution of each Mortgage this Agreement, prepared by a licensed surveyor satisfactory to Purchaser, and addressed conforming to 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 and 19 and such other standards as the Title Company and Purchaser require as a condition to the Administrative Agent removal of any survey exceptions from the Title Policy, and certified to Purchaser, Purchaser’s lender, if any, the Company, and the Lenders or accompanied by Title Company, in a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably form satisfactory to each of such parties (the Administrative Agent, covering (i) “Survey”). The Survey shall not disclose any encroachment from or onto the Owned Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower Property or any of its Subsidiariesportion thereof or any other survey defect which has not been cured or, that is provided the Title Company will issue a further assurance endorsement with respect to be subjected such defect, insured over to Purchaser’s satisfaction prior to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.Closing. […***…]

Real Property Matters. The Credit Parties shall have delivered (a) Seller agrees to deliver to Purchaser, as soon as reasonably possible after the execution of this Agreement, not to exceed five (5) Business Days from the date of this Agreement, copies of all (i) title information in possession of Seller, including, but not limited to, title insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and mortgages and easements relating to the Administrative Agent Real Property, and (ii) reports, surveys, notices, correspondence or other information known to Seller and reasonably retrievable by Seller, or in Seller’s possession, which relate to the environmental condition of the Real Property or existing or potential violations of laws or regulations relating to the environment and which has not been previously delivered. (b) At its option and expense, Purchaser may cause to be conducted during the period beginning on the date hereof and ending on the thirtieth (30th) day after the date of this Agreement (the “Due Diligence Period”) (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (the “Property Examination”) and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (collectively, the “Environmental Survey”). Purchaser agrees to indemnify and hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the commission or omission of any act or acts related to such inspections by Purchaser, except to the extent of Seller’s negligence or willful misconduct. (c) If in the course of the Property Examination or Environmental Survey Purchaser discovers a “Material Defect” (as defined in subsection (d) below) with respect to each parcel any Real Property, Purchaser will give prompt written notice thereof to Seller prior to or on the last day of the Due Diligence Period describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect, Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure by the Closing Date or such additional period as shall be agreed upon by Seller and Purchaser. If Seller elects not to cure or is not able to cure any Material Defect with respect to any Real Property by the Closing Date and Purchaser and Seller are otherwise unable to agree on how the extent that Material Defect will be addressed in order to effect Closing on such parcel of Real Property, then Purchaser shall have the option exercisable upon written notice to Seller to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Real Property) and assume the Assumed Deposits but lease such Real Property becomes “as is” without any representation or should warranty or any liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be subject agreed upon by Seller and Purchaser, in order to a Mortgage pursuant to ‎Section 6.10(a) above, all allow for relocation of the followingbusiness of such Owned Branch to another facility. (d) For purposes of this Agreement, a “Material Defect” shall include: (i) an American Land Title Association the existence of any facts or condition that constitutes a breach of Seller’s representations and warranties contained in Section 5.4 and 5.5 or the existence of any lien (ALTA) mortgagee title insurance policy or policiesother than the lien of real property taxes not yet due and payable), encumbrance, easement, covenant, or unconditional commitments therefor (a “Title Policy”) issued by a other restriction, title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value imperfection or title irregularity that materially will adversely affect Purchaser’s use of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in or the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all value or marketability of the foregoing in form and substance reasonably satisfactory to the Administrative AgentReal Property; (ii) the encroachment by an improvement on the Real Property onto other property or onto any easement, a title report issued by violation of any setback requirement, the Title Company with respect theretoencroachment of an improvement on any other property onto the Real Property, dated not more than 30 days prior to or the date existence of execution a zoning restriction that will materially adversely affect Purchaser’s use of the applicable Mortgage and satisfactory in form and substance to Real Property or the Administrative Agentvalue or marketability of the Real Property; (iii) copies the existence of all recorded documents listed as exceptions to title any structural defect or otherwise referred to state of disrepair in the Title Policy Improvements on any Real Property (including any equipment, fixtures or in such title report relating other components related thereto) that would cost at least 10% of the portion of the Purchase Price attributed thereto on Schedule 2.1 to such Real Property;repair; or (iv) evidencethe existence of facts or circumstances demonstrating that any action, which may be in including the form presence, discharge, disposal, release, or emission by any person of a letter any Hazardous Material detected in, on or other certification from under the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is in an amount or a Flood Hazard Propertyconcentration that violates any applicable Environmental Law, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Programhas been taken or not taken or a condition or event likely has occurred or exists, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in with respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in which constitutes or would constitute a manner satisfactory material violation of any Environmental Law as to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate which Purchaser believes that Purchaser could become responsible or liable for assessment, removal, remediation, monetary damages, or civil, criminal or administrative penalties or other corrective action or that Purchaser believes will adversely affect its use of the Borrower identifying any Phase I, Phase II Real Property or other environmental report received in draft the value or final form by any Credit Party during the five year period prior to the date of execution marketability of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.Property

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent (x) with respect to each parcel of Closing Date Real Property, and (y) with respect to each parcel of Material Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section Section 6.10(a) above, within 20 days after such parcel of Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated or appraised value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include to the extent available an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) unless delivered pursuant to clause (i), a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower Borrowers identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and; (viii) upon request of the Administrative Agent and/or the LendersAgent, or as may be otherwise requested for compliance with FIRREA, the Administrative Agent Agents and the Lenders shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lendercomplying with FIRREA, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment with an estimated fair market value in excess of $1,000,000 owned by Holdings, the Borrower Borrowers or any of its their respective Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower Borrowers or any of its their Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.; and

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section Section 6.10(a) above, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards. Notwithstanding anything herein to the contrary, no Mortgage shall be signed with respect to any Real Property unless and until each Lender has approved a life of loan flood zone determination and, if such property is in a federal flood hazard area, a Borrower notice and a policy of Flood Insurance all in compliance with applicable Food Insurance Laws.

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with (a) With respect to each parcel of Real Property real property owned by the Borrower, including real property being acquired pursuant to the extent that such parcel of Real Property becomes or should be subject to Purchase Agreement, the Borrower shall have executed and delivered a Mortgage pursuant to ‎Section 6.10(a) above, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all or deed of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a surveytrust, in form and substance satisfactory to the Agent, covering such parcel of real property. With respect to each parcel of real property leased by the Borrower, including real property being acquired pursuant to the Purchase Agreement, the Borrower shall have executed and delivered a first priority leasehold mortgage or collateral assignment of lease, in form and substance satisfactory to the Agent, covering such leasehold interest. Such mortgages, deeds of trust, leasehold mortgages and collateral assignments of leases may be referred to hereinafter collectively as the "Mortgages". Each Mortgage covering owned property and each Mortgage covering leased property in respect of which a lease or memorandum of lease has been recorded in the real property records of the jurisdiction where the leased property is located shall have been duly recorded, and the Borrower shall have paid all taxes, fees or charges incurred in connection with the execution or recording thereof. (b) The Borrower shall have procured and delivered to the Agent a commitment from a title insurance company satisfactory to the Agent for an ALTA mortgagee's policy of title insurance (Form 1970 if available, or 1984 or 1990 with 1970 Endorsement or state equivalent) covering each parcel of owned or leased real property which is subject to a Mortgage that shall have been duly recorded pursuant to Section 6.4(a), which policy shall be for the benefit of the Agent on behalf of the Banks and reasonably satisfactory to the Administrative AgentAgent and shall insure that such Mortgage is a valid first mortgage lien on the property covered thereby. Such policy shall, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory extent available and appropriate: (i) insure title to the Administrative Agent; real property and all recorded easements benefitting such real property, (viii) contain a certificate commercial revolving line of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior credit endorsement insuring that advances made subsequent to the date of execution the title insurance policy are included in the title coverage, not to exceed the face amount of the title policy, (iii) contain a last dollar endorsement insuring that the Banks may apply all payments from Borrower to the release of security or collateral other than the real property until the aggregate outstanding indebtedness equals the face amount of the title insurance policy and (iv) contain first loss endorsement insuring the Agent may realize upon the real property without requiring maturity of the entire indebtedness by acceleration and regardless of the existence of and without pursuing other security or collateral. No title indemnities shall be established in connection with the issuance of the aforesaid lender's title insurance policy. (c) With respect to each parcel of real property owned by the Borrower, including real property being acquired pursuant to the Purchase Agreement, with respect to which the Borrower has granted a Mortgage relating to the Agent, for the benefit of the Banks, the Borrower shall have procured and delivered to the Agent evidence as to whether such parcel of property is located within a flood hazard area for purposes of the National Flood Insurance Act of 1968, as amended. (d) The Borrower shall obtain from each lessor under a lease, in respect of which lease the Borrower has granted to the Agent, for the benefit of the Banks, a Mortgage, written consent to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory grant in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien extent such lease requires such consent. (e) The Borrower shall have provided to the Agent a copy of the Security Agreement and is located at any plant or facility owned or leased environmental report (transaction screen) prepared by HoldingsArter, the Borrower or any of its Subsidiaries Hadden, Xxxxxxx & Xxxxxxxx in the United States of AmericaJanuary, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards1995.

Real Property Matters. The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes or should be is to become subject to a Mortgage pursuant to ‎Section 6.10(a) above, within 30 days after following request by the Administrative Agent pursuant to such ‎Section 6.10(a) (or such later date to which the Administrative Agent may agree), all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent insuring that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a located in a flood zone (each such Real Property located in a flood zone, a “Flood Hazard Property”), and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party (or its counsel) during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports (other than such reports prepared and in final form prior to the Closing Date) shall be reasonably satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the LendersAgent, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each LenderAgent, dated not more than 60 120 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its SubsidiariesSubsidiaries that in the case of this clause (ii) is reasonably estimated to be valued greater than $500,000, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties shall By the Closing Date, GSI will have delivered to the Administrative Agent with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the following: obtained (i) a commitment for an American Land ALTA Form B Owner's Title Association Insurance Policy for real property owned by the Companies on the date hereof (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”the "Owned Real Property") issued by a Chicago Title Insurance Company or other title insurance company reasonably satisfactory insurer or insurers reasonable acceptable to GSI (the Administrative Agent (a “"Title Company”Insurer"), providing for full extended coverage over all general title exceptions contained in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value such policies and containing a waiver of the property involvedcreditors' rights exception and a 3.1 zoning endorsement (with parking) (the "Title Commitment"), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien a current survey of the Security Agreement and Owned Real Property prepared by a surveyor licensed by the state or province in which the Owned Real Property is located at any plant or facility owned or leased by Holdings, and certified to GSI and the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined Title Insurer prepared in accordance with sound appraisal standardsthe "Minimum Standard Detailed Requirements for ALTA/ACSM Land Title Surveys" (the "Survey"), containing such information and detail as are sufficient to obtain extended title insurance coverage other survey exceptions to the Title Policy (defined below) and containing a flood zone certification. At the Closing, the Companies shall execute and deliver such affidavits of title, ALTA statements broker's affidavits, GAP undertakings and other similar documents, and take such other action, as may be necessary to cause the Title Insurer to issue to GSI as of the Closing Date an owner's title insurance policy pursuant to and in accordance with the Title Commitment (the "Title Policy") insuring fee simple title to the Owned Real Property in an amount equal to the fair market value of such Owned Real Property. The Companies and the Shareholders shall cooperate with GSI and take all such actions as may be reasonably necessary to remove any exceptions to title shown in the Title Commitment and any encroachments or other survey defects shown in the Survey and to obtain such endorsements to the Title Policy, as GSI may have reasonably requested prior to the Closing Date. The costs of issuing the Survey, the Title Policy and all endorsements thereto required pursuant to this Agreement shall be borne by GSI. In addition, the Company shall take all actions and execute all documents necessary to cause the Owned Real Property to be free and clear of all liens and encumbrances, except those reasonably permitted by GSI.

Real Property Matters. The Credit Parties shall have delivered In order to create in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, all Material Real Property (including the Pipeline) that is set forth on Annex III attached hereto that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent (with copies sufficient for each Lender) shall have received from the Credit Parties with respect to each parcel of Material Real Property to (including the extent Pipeline) that is set forth on Annex III attached hereto, fully executed Mortgages covering such parcel of Material Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(including the Pipeline), all of the following: together with (i) an American Land Title Association (ALTA) mortgagee title insurance policy a flood determination certificate issued by the appropriate Governmental Authority or policies, or unconditional commitments therefor (third party indicating whether such Material Real Property is designated as a “Title Policyflood hazard area”, (ii) issued by a title insurance company reasonably satisfactory if such Material Real Property is designated to the Administrative Agent (be in a “flood hazard area”, evidence of flood insurance on such Material Real Property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, (iii) (A) Title Company”Policy with respect to such Material Real Property (other than the Pipeline), in an amount amounts not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated fair market value of the property involved)such Material Real Property, insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) together with a title report issued by the Title Company a title company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage thereto and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Administrative Agent, Credit Party hereby agreeing to provide the applicable title companies with all necessary consents, authorizations and other information necessary for the title company to issue the applicable Title Policies in a form insuring the applicable mortgage as a first lien, encumbering the applicable portion of such Material Real Property, subject to no Liens or encumbrances other than Permitted Liens, and (B) evidence reasonably satisfactory to the Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Material Real Property in the appropriate real estate records; (iv) if an exception to the Title Policy with respect to a Material Real Property (other than the Pipeline) would arise without such ALTA or in TLTA surveys, ALTA or TLTA surveys of such title report relating to such Material Real Property; ; (ivv) evidence, an opinion of counsel (which may counsel shall be reasonably satisfactory to the Administrative Agent) in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) each state in which such Material Real Property is a Flood Hazard Propertylocated with respect to the enforceability of the form(s) of Mortgages to be recorded in such state, the recording of such Mortgage, and (2) such other matters as the community Administrative Agent may reasonably request, in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a surveyeach case, in form and substance reasonably satisfactory to the Administrative Agent; (E) reports and other reasonable information, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form scope and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering regarding environmental matters relating to such Material Real Property; and (ivi) all consents, including, but not limited to, any landlord consents all in form and substance reasonably satisfactory to the Real PropertiesAdministrative Agent, and (ii) all other tangible propertyrequirements necessary for the Credit Parties to comply with the provisions set forth in this Section. Notwithstanding the foregoing, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries Material Real Property acquired in the United States of America, which appraisals Rough Rider Acquisition shall set forth (A) be excluded from the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsforegoing condition precedent.

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent (x) with respect to each parcel of owned or leased Real Property subject to a Mortgage as of the extent Closing Date, and (y) with respect to each parcel of owned or leased Real Property that is required to become subject to a Mortgage after the Closing Date pursuant to Section 6.10(a) above, within 15 days after such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or such later date approved by the Administrative Agent), all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) with respect to fee owned Real Property only, a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower Borrowers identifying any Phase I, Phase II or other environmental report relating to such Real Property and/or the operations conducted therefrom, received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating (or, with respect to Mid Pac and its Subsidiaries, received in connection with the acquisition by Par Petroleum of such Real Property and/or the operations conducted therefromCredit Party), or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or Agent, with respect to fee owned Real Property acquired after the LendersClosing Date only, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each LenderAgent, dated not more than 60 days prior to the date of execution of each Mortgage of such Real Property and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower Borrowers or any of its their Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower Borrowers or any of its their Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes or should be is to become subject to a Mortgage pursuant to ‎Section Section 6.10(a) above, within 30 days after following request by the Administrative Agent pursuant to such Section 6.10(a) (or such later date to which the Administrative Agent may agree), all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent insuring that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a located in a flood zone (each such Real Property located in a flood zone, a “Flood Hazard Property”), and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party (or its counsel) during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports (other than such reports prepared and in final form prior to the Closing Date) shall be reasonably satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the LendersAgent, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each LenderAgent, dated not more than 60 120 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its SubsidiariesSubsidiaries that in the case of this clause (ii) is reasonably estimated to be valued greater than $500,000, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties shall have delivered (a) Seller agrees to deliver to Purchaser, as soon as reasonably possible after the Administrative Agent with respect to each parcel execution of Real Property to this Agreement but no later than ten (10) Business Days from the extent that such parcel date of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) abovethis Agreement, copies of all of the following: (i) an American Land Title Association (ALTA) mortgagee title information in possession of Seller, including, but not limited to, title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory attorneys' opinions on title, surveys, covenants, deeds, notes and mortgages and easements relating to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all reports, surveys, notices, correspondence or other tangible property, plant information known to Seller and equipment owned either in Seller's possession or reasonably retrievable by Holdings, the Borrower or any of its SubsidiariesSeller, that relate to the environmental condition of the Real Property or violations of laws or regulations relating to the environment. Such delivery shall constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (b) At its option and expense, Purchaser may cause to be subjected to conducted, within forty-five (45) calendar days after the Lien date of this Agreement (the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise"Study Period"), (Bi) a title examination, physical survey, zoning compliance review, and structural inspection of the “orderly disposal value” Owned Real Property and Improvements thereon and, with the consent of the applicable lessors, the Leased Real Property (the "Property Examination") and (ii) site inspections, regulatory analyses and Phase I environmental assessments of the Owned Real Property, and, with the consent of the applicable lessors, the Leased Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (the "Environmental Survey"); provided, however, that without the prior written consent of Seller and, with respect to the Leased Real Property, the lessors thereof, Purchaser shall not conduct any soil, surface water or ground water sampling ("Intrusive Testing"). (c) If in the course of the Property Examination or Environmental Survey Purchaser discovers a "Material Defect" (as defined in Subsection (d) below) with respect to the Real Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, then Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. Seller shall respond to Purchaser's notice before 5:00 p.m. on the tenth (10th) Business Day after its receipt, advising Purchaser whether Seller elects to cure the Material Defect. Absent such a response, Seller shall be deemed to have declined to cure such Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure within forty-five (45) calendar days thereafter or within such additional period as shall be agreed upon by Seller and Purchaser provided that completion of the cure shall be a condition to Purchaser's obligation to close. If Seller elects not to cure or is not able to cure any Material Defect with respect to Owned Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on the Owned Real Property, or if Seller does not consent to any Intrusive Testing reasonably proposed by Purchaser with respect to the Owned Real Property, then Purchaser shall have the option exercisable upon written notice to Seller delivered at least ten (10) Business Days prior to Closing to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Owned Real Property) and assume the Deposits associated with the affected Branch but, lease such Owned Real Property "as is" without any representation or warranty or liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be agreed upon by Seller and Purchaser, in order to allow for relocation of the business of such property Branch to another facility. Subject to Section 4.16, if Seller elects not to cure or is not able to cure any Material Defect with respect to Leased Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed, then Purchaser shall have the option to not assume the lease for such Leased Real Property and if it elects to not assume such lease, then the Branch in question will be excluded from the transactions contemplated by this Agreement, references in this Agreement to Branches shall not include the Branch in question and Purchaser shall promptly return to Seller all Information regarding the Branch in question. (i.e., d) For purposes of this Agreement a "Material Defect" with regard to the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.Property Examination shall include:

Real Property Matters. The Credit Parties shall have delivered to (a) From and after the Administrative Agent with respect to each parcel Effective Date, unless waived by the Lender in writing, in the event that the Borrower or any Subsidiary of the Borrower acquires any owned Real Property to the extent that such parcel of Asset or material leased Real Property Asset or at the time any Person becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all Subsidiary of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy Borrower, such Person owns any Real Property Asset or policiesleases any material Real Property Asset, the Borrower shall, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title shall cause such Subsidiary to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy at least thirty (130) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date on which such Real Property Asset is acquired or such Person becomes a Subsidiary, notify the Lender of execution of the applicable Mortgage and satisfactory in form and substance that fact and, on or prior to such date, deliver to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating Lender, a duly executed and acknowledged Mortgage with respect to such Real Property Asset, together with (i) each of the Mortgage Related Documents with respect to such Additional Mortgaged Property; ; and (ivii) evidenceevidence that counterparts of such Mortgage have been recorded in all places to the extent necessary or desirable, which in the judgment of the Lender, to create a valid and perfected first priority security interest in the property described therein in favor of the Lender (or in favor of such other trustee as may be required or desired under local law); provided, that to the extent clauses (i) and (ii) -------- apply to Real Property Assets in any state with mortgage taxes, it is hereby agreed that the form taxable value of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) any such Real Property is a Flood Hazard Property, and (2) Assets will not exceed the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if fair market value of such Real Property is a Flood Hazard Property, evidence that Asset to the extent the applicable Credit Party has obtained flood insurance in respect jurisdiction allows an apportionment of such Flood Hazard taxable value, and to the extent such apportionment of value is not allowed in the applicable jurisdiction, the parties hereby agree to use reasonable efforts to reduce such mortgage taxes. (b) If required by any Governmental Authority or under any Requirements of Law, the Borrower shall, and shall cause each of its Subsidiaries to, permit an independent real estate appraiser satisfactory to the Lender, upon reasonable notice, to visit and inspect any Mortgaged Property for the purpose of preparing an appraisal of such Mortgaged Property satisfying the requirements of any applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by the applicable regulations of the Board of Governors of the Federal Reserve System;Lender in its discretion). (vc) a survey, in form and substance reasonably satisfactory At least twenty (20) days prior to the Administrative Agent, of such Real Property, certified in a manner satisfactory to making by the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate Borrower or any Subsidiary of the Borrower identifying of any Phase Isale or disposition of any assets of the Borrower or such Subsidiary encumbered by a Lien arising under any Collateral Document, Phase II the Borrower shall, to the extent necessary to effect such sale or disposition of assets, request that the Lender execute and deliver to the Borrower such releases (including amendments to the UCC-1 financing statements that have been filed or recorded in connection with such Collateral Document) releasing any Liens on the assets being sold pursuant to such sale or disposition of assets that were granted in favor of the Lender pursuant to such Collateral Document. Upon receiving any such request, the Lender shall, at the Borrower's expense, execute and deliver to the Borrower such releases, in recordable form, on the date of such sale or disposition of assets; provided -------- that, at the time of the Lender's execution and delivery to the Borrower of such releases, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby. (d) Upon the request of the Lender, the Borrower shall provide the Lender with a copy of each lease of real property to which the Borrower or any Subsidiary of the Borrower is then a party, whether as lessor or lessee. The Borrower shall, and shall cause each of its Subsidiaries to, (i) comply (no later than the expiration of any applicable grace period provided therefor in the lease) with all of its obligations under all leases now or hereafter held by it with respect to real property, to the extent the effect of any non-compliance is (x) as to any non-compliance constituting a default in payment (other environmental report received than with respect to payment of common area maintenance charges), to terminate, or to permit the landlord to terminate, such lease, or (y) as to any other non-compliance, to terminate, or to permit the landlord to terminate (in draft circumstances where such landlord is likely to terminate), such lease except for any such non-compliance (whether monetary or final form by non-monetary) which individually or in the aggregate for all such leases would not reasonably be expected to have a Material Adverse Effect; (iii) not modify, amend, cancel, extend or otherwise change in any Credit Party during materially adverse manner any of the five year period prior terms, covenants or conditions of any leases referred to in clause (i) (excluding any exercise of any right of renewal or extension pursuant to the terms of such lease as in effect on the Effective Date or, if later, the date of execution and delivery of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalizedlease); and all (iv) not assign or terminate or sublet any lease if such environmental reports shall be satisfactory in form and substance to assignment or termination or sublet could have a Material Adverse Effect; (v) provide the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as Lender with a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution copy of each Mortgage and addressed notice of default under any material lease referred to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering in clause (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned received by Holdings, the Borrower or any Subsidiary of its Subsidiaries, that is to be subjected the Borrower promptly following receipt thereof and deliver to the Lien Lender a copy of the Security Agreement and is located at any plant or facility owned or leased each notice of default sent by Holdings, the Borrower or any Subsidiary of the Borrower under any such lease simultaneously with its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” delivery of such property (i.e., the amount at which notice under such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), lease; and (Cvi) provide the “forced liquidation value” Lender with a copy of such property any notice to the landlord of the Borrower's or any Subsidiary of the Borrower's intention either to renew or extend or to not renew or extend any lease material to the business of the Loan Parties, taken as a whole, referred to in clause (i.e., the amount that may be realized through an immediate forced sale disposal of such propertyi), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes or should be is to become subject to a Mortgage pursuant to ‎Section Section 6.10(a) above, within 30 days after following request by the Administrative Agent pursuant to such Section 6.10(a) (or such later date to which the Administrative Agent may agree), all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent insuring that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property;; 86 (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a located in a flood zone (each such Real Property located in a flood zone, a “Flood Hazard Property”), and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party (or its counsel) during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports (other than such reports prepared and in final form prior to the Closing Date) shall be reasonably satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the LendersAgent, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each LenderAgent, dated not more than 60 120 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its SubsidiariesSubsidiaries that in the case of this clause (ii) is reasonably estimated to be valued greater than $500,000, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. (i) The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party or any of its Subsidiaries after the Closing Date (but solely for Real Property on which the Credit Parties are required to grant a Mortgage in favor of the extent that Administrative Agent for the benefit of the Lenders), within 30 days after the acquisition of such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) aboveProperty, all of the following: (iA) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiB) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party or Subsidiary has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (viF) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party or any of its Subsidiaries during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party or such Subsidiary (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viiiH) upon request of the Administrative Agent and/or and the Lenders, the Administrative Agent Lenders shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower a Credit Party or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower a Credit Party or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards. (ii) The Credit Parties shall deliver or cause to be delivered to the Administrative Agent with respect to each parcel of Real Property (i) acquired by a Real Estate Subsidiary after the Closing Date if such Real Estate Subsidiary’s Organizational Documents or the Property Senior Loan Documents to which it is a party prohibit such Subsidiary from complying with Section 6.10(b)(i), or (ii) constituting collateral security for any Mezzanine Loan Investment or Note Receivable Investment after the Closing Date; in each case within ten (10) Business Days after the acquisition of such parcel of Real Property or the making of such Investment, all of the following: (A) A Title Policy issued by a Title Company insuring fee simple title to, or a valid leasehold interest in, such Real Property; (B) a title report issued by the Title Company with respect thereto; (C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (D) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that flood insurance has been obtained in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (E) a survey of such Real Property by a licensed professional surveyor; (F) any Phase I, Phase II or other environmental report received in draft or final form relating to such Real Property and/or the operations conducted therefrom; and (G) appraisals of such Real Property; (H) such other documentation and diligence delivered by a Real Estate Subsidiary pursuant to any Property Senior Loan Documentation or delivered with respect to any Real Property in connection with any Mezzanine Loan Investment or Note Receivable Investment.

Real Property Matters. The Credit Parties (a) As security for the Secured Obligations, the Collateral Agent shall have delivered to the Administrative Agent received, with respect to each parcel of Real Property to real property listed on Schedule 3.05 (the extent that such parcel of Real Property becomes or should be subject to a “Existing Mortgage pursuant to ‎Section 6.10(a) aboveCollateral Properties”), all of the following: (i) a Mortgage Amendment, executed and delivered by a duly authorized officer of each party thereto; (ii) an American Land Title Association endorsement to each of the existing title insurance policies updating the effective date and amending the description of the existing insured mortgage to include the Mortgage Amendment; and (ALTAiii) a no-lien affidavit executed by the president or other officer of each respective mortgagor, in form satisfactory to the title company. (b) As additional security for the Secured Obligations, Borrower agrees that in the event Borrower or any Guarantor acquires any real property, then, from time to time, upon request of the Agent, Borrower shall, or shall cause such Guarantor to, execute, deliver and record any new mortgages, deeds of trust and similar instruments, or amendments to any existing mortgages, deeds of trust and similar instruments (collectively, such existing and new instruments are called the “Real Property Security Documents”) encumbering such owned property, which Real Property Security Documents shall be substantially in the same form as the Real Property Security Documents provided on and/or in effect as of the date hereof. In connection with such hereafter owned or otherwise acquired real property, Borrower agrees to provide, or cause the applicable Guarantor to provide, to the Collateral Agent (a) surveys of said real property in the form described in Section 4.01(o) of the Existing Credit Agreement and (b) mortgagee title insurance policy policies in the form and amount described in Section 4.01(p) of the Existing Credit Agreement covering said real property. (c) As additional security for the Secured Obligations, Borrower agrees that if Borrower or policiesany Guarantor acquires any leasehold interest as lessee, then, from time to time, upon request of Agent, Borrower shall, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory shall cause such Guarantor to, execute, deliver and record any new mortgages, deeds of or trust or similar instruments, or amendments to any existing mortgages, deeds of trust and similar instruments encumbering such leasehold interest, 50 which documents shall be substantially similar to the Administrative Agent (a “Title Company”)Real Property Security Documents, in an amount order to create a leasehold mortgage on such leasehold interest. Notwithstanding the foregoing, the Borrower shall not less than the amount reasonably be required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested to take any action described in the applicable Credit Party and assuring preceding sentence to the Administrative Agent that extent taking such action (i) violates the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered therebylease, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by requires the Title Company with respect thereto, dated not more than 30 days prior consent of another party to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; such lease or (iii) copies of all if a recorded documents listed as exceptions memorandum with respect to title or otherwise referred to such lease has not been filed in the Title Policy or in such title report relating relevant real property recording offices. The actions required by this paragraph with respect to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) any leasehold interest existing on the Real Properties, Closing Date shall be completed no later than 90 days after the Closing Date and (ii) all other tangible property, plant and equipment owned by Holdings, any leasehold interest acquired after the Borrower or any Closing Date shall be completed no later than 60 days after the date of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsacquisition.

Real Property Matters. The Credit Parties shall have delivered (a) Seller has delivered, or caused the Title Company to the Administrative Agent with respect deliver, to Buyer a commitment for title insurance or owner’s preliminary report on title for each parcel of Owned Real Property described in Section 5.09(a) of the Disclosure Schedules (the “Material Real Property”), which also includes as insured tracts all recorded easements and other rights created by recorded instrument that benefit and are appurtenant to the extent that such parcel of Material Real Property becomes or should be (each, a “Title Commitment”), on and subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the following: (i) The Title Commitment for each parcel of Material Real Property was delivered with legible and complete copies of all exceptions and matters referred to therein and contains a commitment of the Title Company to issue an American Land Title Association (ALTA) mortgagee owner’s title insurance policy or policiesthat meets the requirements set forth in Section 5.09(a)(ii) for each parcel of Material Real Property (each, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to ” and collectively, the Administrative Agent (a “Title CompanyPolicies”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent;. (ii) a title report The Title Policy for each parcel of Material Real Property shall be issued by the Title Company (x) with respect theretoto property situated in the State of Texas, dated on the promulgated form Owner Policy of Title Insurance, and (y) with respect to property located anywhere in the United States other than Texas, on the most current form of ALTA fee owner’s title insurance policy, with each such Title Policy insuring good and marketable or indefeasible (as applicable) fee simple title of the applicable Target Company in such Material Real Property (and appurtenant rights), with liability in the amount of the allocated value of the subject Material Real Property described in Section 5.09(a) of the Disclosure Schedules, and including such affirmative coverages and endorsements as Buyer may require. (b) If not more than 30 previously provided, within ten (10) days prior to after the date of execution this Agreement, Seller shall deliver an up-to-date ALTA Land Title Survey for each parcel of the applicable Mortgage and satisfactory Material Real Property (each, a “Survey”), acceptable to Buyer in form and substance to the Administrative Agent; (iii) copies of substance, reflecting all recorded documents listed as exceptions to title or otherwise referred to in matters shown on the Title Policy or in Commitment for such title report relating to such Real Property; (iv) evidence, which may be in the form parcel of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Material Real Property, certified in a manner satisfactory to the Administrative Agent prepared by a surveyor licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which where such Material Real Property is located, reasonably satisfactory completed in form accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (Effective February 23, 2016),” including items 1-4, 6, 7(a), 7(b)(1), 7(b)(2), 8-11, 13, 14 and substance 16-18 of “Table A” thereof, and certified to the Administrative AgentTarget Company that owns such parcel of Material Real Property, as to Buyer, the validity Title Company and effectiveness any other parties designated by Buyer. (c) Seller shall pay the costs and expenses of such Mortgage as a lien on such Real Property encumbered therebyeach Title Commitments and Survey, whether or not the transactions contemplated under this Agreement are consummated. At Closing, (i) Seller shall pay the base premiums of the Title Policies and covering such other matters one-half of law all title search, escrow and closing fees charged by the Title Company in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; Closing and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent Required Lenders (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent Required Lenders (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent Required Lenders that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement #4842-1976-9300 #4848-6974-4858 for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative AgentRequired Lenders; (iiB) if a title report issued mortgage recording or similar tax is imposed on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the amount determined by the Title Company Required Lenders in accordance with respect theretoSection 6.10(d)(ii)(A) of such Real Property, dated not more than 30 days prior as reasonably determined by the Credit Parties, and no appraisals shall be required unless required pursuant to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agentlegal requirements; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether (1) such Real Property is a Flood Hazard Property, and (2y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Required Lenders as to the fact that such Real Property is a Flood Hazard PropertyProperty and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the extent required under Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) a survey, in form and substance reasonably satisfactory to the Administrative Agentextent required by the Title Company for deletion of the so-called “survey exception”, a survey of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably in a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative AgentRequired Lenders, acting reasonably; (viF) a certificate of the Borrower Parent Guarantor identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel)Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent;and (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative AgentRequired Lenders, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered therebythereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided, that such opinion may assume, and covering such other matters of law in connection no additional opinion will be required with respect to the executionpower, deliveryauthority, recording authorization and enforcement due execution and delivery by the applicable Credit Party of such Mortgage as the Administrative Agent may reasonably request; andMortgage. #4842-1976-9300 #4848-6974-4858 (viiiiii) upon request of Subject to the Administrative Agent and/or the LendersAgreed Security Principles and Section 6.10(a)(i), the Administrative Agent Credit Parties shall have received appraisals, reasonably satisfactory in form and substance deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to the EMEA Facility Security Documents, in each Lendercase in form reasonably satisfactory to the Required Lenders with respect to each such Real Property to create in favor of the Administrative Agent, dated not more for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the United States, no later than 60 days thirty (30) Business Days prior to the date on which such parcel of execution of each Mortgage and addressed Real Property becomes subject to a Mortgage, the Administrative Agent and the Required Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory shall deliver (A) to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any a completed standard “life of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market valueloan” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise)flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the “orderly disposal value” Parent Guarantor, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Administrative Agent, evidence of the receipt by the Parent Guarantor of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), notice and (C) to the “forced liquidation value” Administrative Agent, if such notice is required to be provided to the Parent Guarantor and flood insurance is available in the community in which such Real Property is located, evidence of such property (i.e.the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the amount that may be realized through an immediate forced sale disposal of such property), terms hereof or any other Loan Documents unless and until each Lender has confirmed to the Administrative Agent in each case as determined in accordance writing its satisfaction with sound appraisal standardsflood insurance due diligence and compliance.

Real Property Matters. The Credit Parties As additional security for the Secured Obligations, the Collateral Agent shall have delivered to the Administrative Agent received, with respect to each parcel of Real Property to real property listed on Schedule 3.05 (the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above"Existing Properties"), all of the following: (i) a Mortgage Amendment, executed and delivered by a duly authorized officer of each party thereto; (ii) an American Land Title Association endorsement to each of the existing title insurance policies updating the effective date and amending the description of the existing insured mortgage to include the Mortgage Amendment; and (ALTAiii) a no-lien affidavit executed by the president or other officer of each respective mortgagor, in form satisfactory to the title company. As additional security for the Secured Obligations, Borrower agrees that in the event Borrower or any Guarantor acquires any real property or enters into any lease for real property upon which Borrower or any Guarantor shall own the improvements, then, from time to time, upon request of the Agent, Borrower shall, or shall cause such Guarantor to, execute, deliver and record any new mortgages, deeds of trust, leasehold mortgages and leasehold deeds of trust and similar instruments, or amendments to any existing mortgages, deeds of trust, leasehold mortgages and leasehold deeds of trust and similar instruments (collectively, such existing and new instruments are called the "Real Property Security Documents") encumbering such owned or ground-leased property (provided that the lease permits the granting of such security interest in favor of Collateral Agent; provided, however, that before entering into any said ground lease, Borrower or such Guarantor shall request that the ground lessor agree to permit such security interest in favor of the Collateral Agent in the provisions of the ground lease), which Real Property Security Documents shall be substantially in the same form as the Real Property Security Documents provided on and/or in effect as of the date hereof. In connection with such hereafter owned, leased or otherwise acquired real property, Borrower agrees to provide, or cause the applicable Guarantor to provide, to the Collateral Agent (a) surveys of said real property reasonably acceptable to Agent and (b) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing policies in form and substance amount reasonably satisfactory acceptable to the Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible said real property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. (i) The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party or any of its Subsidiaries after the Closing Date (but solely for Real Property on which the Credit Parties are required to grant a Mortgage in favor of the extent that Administrative Agent for the benefit of the Lenders), within 30 days after the acquisition of such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) aboveProperty, all of the following: (iA) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiB) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party or Subsidiary has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (viF) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party or any of its Subsidiaries during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party or such Subsidiary (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viiiH) upon request of the Administrative Agent and/or and the Lenders, the Administrative Agent Lenders shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower a Credit Party or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower a 69 Credit Party or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards. (ii) The Credit Parties shall deliver or cause to be delivered to the Administrative Agent with respect to each parcel of Real Property (i) acquired by a Real Estate Subsidiary after the Closing Date if such Real Estate Subsidiary’s Organizational Documents or the Property Senior Loan Documents to which it is a party prohibit such Subsidiary from complying with Section 6.10(b)(i), or (ii) constituting collateral security for any Mezzanine Loan Investment or Note Receivable Investment after the Closing Date; in each case within ten (10) Business Days after the acquisition of such parcel of Real Property or the making of such Investment, all of the following: (A) A Title Policy issued by a Title Company insuring fee simple title to, or a valid leasehold interest in, such Real Property; (B) a title report issued by the Title Company with respect thereto; (C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (D) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that flood insurance has been obtained in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (E) a survey of such Real Property by a licensed professional surveyor; (F) any Phase I, Phase II or other environmental report received in draft or final form relating to such Real Property and/or the operations conducted therefrom; (G) appraisals of such Real Property; (H) such other documentation and diligence delivered by a Real Estate Subsidiary pursuant to any Property Senior Loan Documentation or delivered with respect to any Real Property in connection with any Mezzanine Loan Investment or Note Receivable Investment; and (I) the indemnity policies of insurance for loss based on failure of attachment, perfection or priority of Administrative Agent’s security interest in the Equity Interests in the Subsidiaries, issued in the form of an “Eagle 9” UCC insurance policy by a Title Company.

Real Property Matters. The Credit Parties (a) Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than April 30, 2008, Purchaser shall have delivered received: (a) ALTA leasehold title policies (the “Title Policies”) issued by Chicago Title Insurance Company (the “Title Insurer”) insuring the leasehold interest of Purchaser in each of the New Real Estate Leases as a valid leasehold interest in the applicable Real Property subject only to the Administrative Agent Permitted Encumbrances and including access endorsements, zoning 3.1 endorsements insuring the current use of the Real Property is permitted under applicable zoning codes, same as survey endorsements and such other endorsements as Purchaser shall reasonably require, and (b) staked boundary surveys with respect to each parcel of the Real Property (the “Surveys”), which shall be certified to Purchaser (including a flood plain certification). The cost of the Title Policies and Surveys shall be paid by Purchaser. The Shareholders shall cooperate and assist Purchaser in obtaining the Title Policies and Surveys, including without limitation, (i) causing all conveyances contemplated pursuant to Section 6.07((b), as well as memorandums of the New Real Estate Leases, to be prepared in a form and recorded in a manner reasonably approved by the Title Insurer as of the Closing Date, (ii) providing title clearance documentation reasonably required by the Title Insurer to issue the Title Policies, and (iii) removing or causing to be removed, at their cost, from the Title Policies all exceptions to title which are not Permitted Encumbrances. (b) It is understood and agreed that certain of the parcels of demised Real Property pursuant to the extent New Real Estate Leases may constitute a portion of larger legally described tracts. Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than April 30, 2008, the Shareholders, at their cost, shall cause such portions of larger legally described tracts to be legally described in accordance with applicable law such that such parcel the parcels of Real Property becomes or should be subject which are demised to a Mortgage Purchaser pursuant to ‎Section 6.10(a) abovethe New Real Estate Leases shall constitute separate legally described parcels which do not include any other real estate. The Shareholders shall thereafter grant, all of at their cost, such easements benefiting the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory Real Property demised pursuant to the Administrative Agent (a “Title Company”)New Real Estate Leases as are reasonably necessary to provide for access, in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value drainage and utilities to allow for Purchaser’s use of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested substantially consistent with past practices. Purchaser shall cooperate with the Shareholders efforts to create the legal descriptions and easements described above, including entering into amendments to the New Real Estate Leases and any memorandums of lease pertaining thereto to reflect the legal descriptions and easements created in accordance with this Section. (c) In the applicable Credit Party and assuring the Administrative Agent event that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy matters described in subsections (1a) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2b) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of this Section 13.03 (including Purchaser’s receipt of the foregoing in form Title Policies and substance reasonably satisfactory to the Administrative Agent; (iiSurveys) a title report issued have not been completed by the Title Company with respect theretoApril 30, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form2008, if not finalized); the Shareholders have complied and continue to comply in all such environmental reports shall be satisfactory in form material respects with their obligations of cooperation and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law assistance in connection with the executionsuch matters, delivery, recording and enforcement for purposes of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent this Section 13.03 and the Lenders or accompanied by a separate letter indicating that New Real Estate Leases the Administrative Agent and April 30, 2008 deadline shall be postponed until such date as shall be reasonable given the Lenders may rely thereoncircumstances, from one or more nationally recognized appraisal firmsbut in no event later than June 1, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards2008.

Real Property Matters. The (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned in fee simple by a Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. #4848-6974-4858 (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent Required Lenders (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent Required Lenders (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent Required Lenders that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative AgentRequired Lenders; (iiB) if a title report issued mortgage recording or similar tax is imposed on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be limited to the amount determined by the Title Company Required Lenders in accordance with respect theretoSection 6.10(d)(ii)(A) of such Real Property, dated not more than 30 days prior as reasonably determined by the Credit Parties, and no appraisals shall be required unless required pursuant to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agentlegal requirements; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether (1) such Real Property is a Flood Hazard Property, and (2y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Required Lenders as to the fact that such Real Property is a Flood Hazard PropertyProperty and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the extent required under Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System;; #4848-6974-4858 (vE) a survey, in form and substance reasonably satisfactory to the Administrative Agentextent required by the Title Company for deletion of the so-called “survey exception”, a survey of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably in a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative AgentRequired Lenders, acting reasonably; (viF) a certificate of the Borrower Parent Guarantor identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel)Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent;and (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative AgentRequired Lenders, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered therebythereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided, that such opinion may assume, and covering such other matters of law in connection no additional opinion will be required with respect to the executionpower, deliveryauthority, recording authorization and enforcement due execution and delivery by the applicable Credit Party of such Mortgage as the Administrative Agent may reasonably request; andMortgage. (viiiiii) upon request of Subject to the Administrative Agent and/or the LendersAgreed Security Principles and Section 6.10(a)(i), the Administrative Agent Credit Parties shall have received appraisals, reasonably satisfactory in form and substance deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to the EMEA Facility Security Documents, in each Lendercase in form reasonably satisfactory to the Required Lenders with respect to each such Real Property to create in favor of the Administrative Agent, dated not more for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the United States, no later than 60 days thirty (30) Business Days prior to the date on which such parcel of execution of each Mortgage and addressed Real Property becomes subject to a Mortgage, the Administrative Agent and the Required Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory shall deliver (A) to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any a completed standard “life of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market valueloan” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise)flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the “orderly disposal value” Parent Guarantor, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Administrative Agent, evidence of the receipt by the Parent Guarantor of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), notice and (C) to the “forced liquidation value” Administrative Agent, if such notice is required to be provided to the Parent Guarantor and flood insurance is available in the community in which such Real #4848-6974-4858 Property is located, evidence of such property (i.e.the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the amount that may be realized through an immediate forced sale disposal of such property), terms hereof or any other Loan Documents unless and until each Lender has confirmed to the Administrative Agent in each case as determined in accordance writing its satisfaction with sound appraisal standardsflood insurance due diligence and compliance.

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property owned or acquired by a Domestic Credit Party after the Closing Date with a fair market value greater than $5,000,000, to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(aSection 6.09(a) above, within 30 days after such parcel of Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Domestic Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and reasonably satisfactory in form and substance to the Administrative Agent; (iii) available copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (viv) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Domestic Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Domestic Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized)listed; and all such environmental reports shall be reasonably satisfactory in form and substance to the Administrative Agent;; and (viivi) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. (i) The Credit Parties shall have delivered deliver to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party or any of its Subsidiaries after the Closing Date (but solely for Real Property on which the Credit Parties are required to grant a Mortgage in favor of the extent that Administrative Agent for the benefit of the Lenders), within 30 days after the acquisition of such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) aboveProperty, all of the following: (iA) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiB) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party or Subsidiary has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (viF) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party or any of its Subsidiaries during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party or such Subsidiary (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viiiH) upon request of the Administrative Agent and/or and the Lenders, the Administrative Agent Lenders shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower a Credit Party or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower a 70 Credit Party or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards. (ii) The Credit Parties shall deliver or cause to be delivered to the Administrative Agent with respect to each parcel of Real Property (i) acquired by a Real Estate Subsidiary after the Closing Date if such Real Estate Subsidiary’s Organizational Documents or the Property Senior Loan Documents to which it is a party prohibit such Subsidiary from complying with Section 6.10(b)(i), or (ii) constituting collateral security for any Mezzanine Loan Investment or Note Receivable Investment after the Closing Date; in each case within ten (10) Business Days after the acquisition of such parcel of Real Property or the making of such Investment, all of the following: (A) A Title Policy issued by a Title Company insuring fee simple title to, or a valid leasehold interest in, such Real Property; (B) a title report issued by the Title Company with respect thereto; (C) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (D) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that flood insurance has been obtained in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (E) a survey of such Real Property by a licensed professional surveyor; (F) any Phase I, Phase II or other environmental report received in draft or final form relating to such Real Property and/or the operations conducted therefrom; (G) appraisals of such Real Property; (H) such other documentation and diligence delivered by a Real Estate Subsidiary pursuant to any Property Senior Loan Documentation or delivered with respect to any Real Property in connection with any Mezzanine Loan Investment or Note Receivable Investment; and (I) the indemnity policies of insurance for loss based on failure of attachment, perfection or priority of Administrative Agent’s security interest in the Equity Interests in the Subsidiaries, issued in the form of an “Eagle 9” UCC insurance policy by a Title Company.

Real Property Matters. The Subject to Section 5.12(d), upon the request of the Administrative Agent, with respect to any or all of the real property owned by such Credit Parties Party, each Credit Party shall have delivered to the Administrative Agent within 30 days after such request (or such longer period as agreed to in writing by the Administrative Agent in its sole discretion) all of the following with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the followingowned real property: (i) a Mortgage Instrument in form and substance satisfactory to the Administrative Agent duly executed by an authorized officer of such Credit Party; (ii) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, to such Real Property real property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage Instrument creates a valid and enforceable first priority mortgage lien on the respective Real Property real property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiiii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage Instrument and satisfactory in form and substance to the Administrative Agent; (iiiiv) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve Systemreal property; (v) such other documents required by Section 5.12(c); (vi) to the extent reasonably requested by the Administrative Agent, a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Propertyreal property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent;; |US-DOCS\140878708.9|| (vivii) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage Instrument relating to such Real Property real property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiviii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property real property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage Instrument as a lien on such Real Property real property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage Instrument as the Administrative Agent may reasonably request; and (viiiix) upon request of the Administrative Agent and/or the Lenderswith respect to each Operating Lease, the Administrative Agent shall have received appraisals, reasonably satisfactory a duly executed subordination agreement in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings; provided that, the Borrower or any of its Subsidiaries, that is Credit Parties shall not be required to be subjected deliver such subordination agreement to the Lien of the Security Agreement and is located at any plant or facility owned or leased by HoldingsAdministrative Agent if, after using commercially reasonable efforts, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” Credit Parties were unable to obtain a duly executed counterpart of such property (i.e., subordination agreement from the amount at which lessee under such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsOperating Lease.

Real Property Matters. (i) The Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned or leased by a Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned or leased by a Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) The Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent; (B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, and (2) then the amount secured by such Mortgage shall provide for affirmative insurance and such reinsurance as be limited to the amount determined by the Administrative Agent may in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably requestdetermined by the Credit Parties, all of the foregoing in form and substance reasonably satisfactory no appraisals shall be required unless required pursuant to the Administrative Agentapplicable legal requirements; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) with respect to any Real Property located in the United States, no later than 30 Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether (1) such Real Property is a Flood Hazard Property, and (2y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Real Property is a Flood Hazard PropertyProperty and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the extent required under Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) to the extent required by the Title Company for deletion of the so-called “survey exception”, a surveysurvey of such Real Property, certified by a licensed professional surveyor in form and substance reasonably a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agentacting reasonably; (viF) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five three- year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel)Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent;and (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered therebythereby (or in the case of any Real Property located in Canada, as to the enforceability of such Mortgage), provided that such opinion may assume, and covering such other matters of law in connection no additional opinion will be required with respect to the executionpower, deliveryauthority, recording authorization and enforcement due execution and delivery by the applicable Credit Party of such Mortgage as Mortgage. (iii) The Credit Parties shall deliver to the Administrative Agent may with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably request; and (viii) agreed upon request by the parties to the Non-US Security Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent with respect to each such Real Property to create in favor of the Administrative Agent Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) With respect to each Mortgaged Real Property located in the LendersUnited States, no later than 30 Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Administrative Agent shall have received appraisalsdeliver (A) to the Lenders, reasonably satisfactory a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the Borrower, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in form which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Lenders, evidence of the receipt by the Borrower of such notice and substance (C) to the Lenders, if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such Real Property is located, evidence of the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be executed with respect to any Real Property unless and until each Lender has confirmed to the Administrative Agent in writing its satisfaction with flood insurance due diligence and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardscompliance.

Real Property Matters. The (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by an EMEA Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: : (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent; (B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, and (2) then the amount secured by such Mortgage shall provide for affirmative insurance and such reinsurance as be limited to the amount determined by the Administrative Agent may in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (ii) a title report issued determined by the Title Company with respect theretoCredit Parties, dated not more than 30 days prior and no appraisals shall be required unless required pursuant to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; legal requirements; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; ; (ivD) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the (iii) Subject to the Title Company Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or from an Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance broker(to the extent required by applicable law), surveyorPhase I or equivalent environmental reports, engineer or other providersurveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably agreed upon by the parties to whether (1) the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Administrative Agent with respect to each such Real Property is to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a Flood Hazard valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), and with respect to each Mortgaged Real Property located in the United States, no later than thirty (230) Business Days prior to the community in date on which such Flood Hazard parcel of Real Property is located is participating in becomes subject to a Mortgage, the National Flood Insurance ProgramAdministrative Agent shall deliver (A) to the Lenders, and a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, evidence (1) to the U.S. Borrower, notice of that the applicable Credit Party has obtained fact and, if applicable, notice that flood insurance in respect of such Flood Hazard Property to the extent required coverage under the applicable regulations of National Flood Insurance Program is not available because the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction community in which such the Real Property is locatedlocated does not participate in the National Flood Insurance Program, reasonably satisfactory in form and substance (2) to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.,

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section Section 6.10(a) above, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (iv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Credit Parties At its option and expense, MFC may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and improvements thereon (collectively, the "Property Examination") and (ii) site inspections, historic reviews, regulatory analyses, and environmental assessments of the Real Property, together with such other studies, testing and intrusive sampling and analyses as MFC shall have delivered to deem necessary or desirable (collectively, the Administrative Agent "Environmental Survey"). If, in the course of the Property Examination or Environmental Survey, MFC discovers a "Material Defect" (as defined below) with respect to each parcel the Real Property, MFC will give prompt written notice thereof to Cardinal describing the facts or conditions constituting the Material Defect, and MFC shall have the option exercisable upon written notice to Cardinal within 120 days following the date of Real Property this Agreement, to (i) waive the extent that such parcel Material Defect, or (ii) terminate this Agreement. EXHIBIT 2.1 For purposes of Real Property becomes or should be subject to this Agreement, a Mortgage pursuant to ‎Section 6.10(a) above, all of the following"Material Defect" shall include: (ia) an American Land Title Association the existence of any lien (ALTA) mortgagee other than the lien of real property taxes not yet due and payable), encumbrance, zoning restriction, easement, covenant or other restriction, title insurance policy imperfection or policiestitle irregularity, or unconditional commitments therefor the existence of any facts or conditions that constitute a breach of Cardinal's representations and warranties contained in Paragraph 2.16 or 2.21 (a “"Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”Defect"), in an amount not less than the amount either such case that MFC reasonably required therefor by the Administrative Agent (taking into account the estimated value believes will materially and adversely affect its use of any parcel of the property involved), insuring fee simple title toReal Property for the purpose for which it currently is used or the value or marketability of any parcel of the Real Property, or a valid leasehold interest inas to which MFC reasonably believes that the costs and expenses associated with the elimination or correction of the Title Defect, together with all other Title Defects, would be an aggregate of $50,000 or more as to all such Real Property vested Property; or (b) the existence of any structural defects or conditions of disrepair in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien improvements on the respective Real Property encumbered thereby(including any equipment, subject only fixtures or other components related thereto) that MFC reasonably believes would cost an aggregate of $50,000 or more to Permitted Liensrepair, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance remove or correct as the Administrative Agent may reasonably request, to all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivc) evidencethe existence of facts or circumstances relating to any of the Real Property reflecting that (i) there likely has been a discharge, disposal, release, threatened release, or emission by any person of any Hazardous Substance on, from, under, at, or relating to the Real Property, or (ii) any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to the Real Property which may be in the form constitutes or would constitute a violation of a letter any Environmental Laws or any contract or other certification from the Title Company agreement between Cardinal or from an insurance broker, surveyor, engineer Xxxxx and any other person or other providerentity, as to whether (1) which, in either such Real Property is a Flood Hazard Propertycase, MFC reasonably believes, based on the advice of legal counsel or other consultants, that Cardinal or Xxxxx could become responsible or liable, or that MFC could become responsible or liable, following the Effective Time, for assessment, removal, remediation, monetary damages, or civil, criminal or administrative penalties or other corrective action and (2) in connection with which the community in amount of expense or liability which such Flood Hazard Property is located is participating in the National Flood Insurance ProgramCardinal or Xxxxx could incur, and if such Real Property is a Flood Hazard Propertyor for which MFC could become responsible or liable, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations following consummation of the Board Merger at any time or over any period of Governors time, could equal or exceed an aggregate of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory $100,000 or more as to the Administrative Agent, of all such Real Property, certified in a manner satisfactory . It is contemplated that MFC will conduct the Property Examination and the Environmental Survey following the date of this Agreement and prior to the Administrative Agent Effective Time. It is the intent of this Agreement, and Cardinal understands and agrees, that, upon completion of the Property Examination and Environmental Survey, any of the above facts, conditions, circumstances or other matters may be deemed by MFC to constitute a licensed professional surveyor reasonably satisfactory "Material Defect," with the result that it may exercise its right to terminate this Agreement, within 120 days of the date hereof, without regard to any knowledge on the part of MFC or its officers or advisors of that Material Defect or the facts, conditions, circumstances or other matters pertaining thereto on the date of this Agreement and without regard to the Administrative Agent; (vi) a certificate of fact that any such Material Defect or the Borrower identifying any Phase Ifacts, Phase II conditions, circumstances or other environmental report received in draft matters relating thereto have been disclosed by Cardinal to MFC, or final form by any Credit Party during the five year period of its officers or advisors prior to the date of execution of the Mortgage relating this Agreement (whether pursuant to such Real Property and/or the operations conducted therefrom, Paragraph 10.13 below or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counselotherwise), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards.

Real Property Matters. The Upon the request of the Administrative Agent, with respect to any or all of the real property owned by such Credit Parties Party, each Credit Party shall have delivered to the Administrative Agent within 30 days after such request all of the following with respect to each parcel of Real Property to the extent that such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above, all of the followingowned real property: (i) a Mortgage Instrument in form and substance satisfactory to the Administrative Agent duly executed by an authorized officer of such Credit Party; (ii) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, to such Real Property real property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage Instrument creates a valid and enforceable first priority mortgage lien on the respective Real Property real property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (iiiii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage Instrument and satisfactory in form and substance to the Administrative Agent; (iiiiv) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Propertyreal property; (ivv) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property real property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (vvi) to the extent reasonably requested by the Administrative Agent, a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Propertyreal property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vivii) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage Instrument relating to such Real Property real property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (viiviii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property real property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage Instrument as a lien on such Real Property real property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage Instrument as the Administrative Agent may reasonably request; and (viiiix) upon request of the Administrative Agent and/or the Lenderswith respect to each Operating Lease, the Administrative Agent shall have received appraisals, reasonably satisfactory a duly executed subordination agreement in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings; provided that, the Borrower or any of its Subsidiaries, that is Credit Parties shall not be required to be subjected deliver such subordination agreement to the Lien of the Security Agreement and is located at any plant or facility owned or leased by HoldingsAdministrative Agent if, after using commercially reasonable efforts, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” Credit Parties were unable to obtain a duly executed counterpart of such property (i.e., subordination agreement from the amount at which lessee under such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardsOperating Lease.

Real Property Matters. The Credit Parties (a) As security for the Secured Obligations, the Collateral Agent shall have delivered to the Administrative Agent received, with respect to each parcel of Real Property to real property listed on Schedule 3.05 (the extent that such parcel of Real Property becomes or should be subject to a “Existing Mortgage pursuant to ‎Section 6.10(a) aboveCollateral Properties”), all of the following: (i) a Mortgage Amendment, executed and delivered by a duly authorized officer of each party thereto; (ii) an American Land Title Association endorsement to each of the existing title insurance policies updating the effective date and amending the description of the existing insured mortgage to include the Mortgage Amendment; and (ALTAiii) a no-lien affidavit executed by the president or other officer of each respective mortgagor, in form satisfactory to the title company. (b) As additional security for the Secured Obligations, Borrower agrees that in the event Borrower or any Guarantor acquires any real property, then, from time to time, upon request of the Agent, Borrower shall, or shall cause such Guarantor to, execute, deliver and record any new mortgages, deeds of trust and similar instruments, or amendments to any existing mortgages, deeds of trust and similar instruments (collectively, such existing and new instruments are called the “Real Property Security Documents”) encumbering such owned property, which Real Property Security Documents shall be substantially in the same form as the Real Property Security Documents provided on and/or in effect as of the date hereof. In connection with such hereafter owned or otherwise acquired real property, Borrower agrees to provide, or cause the applicable Guarantor to provide, to the Collateral Agent (a) surveys of said real property in the form described in Section 4.01(o) of the Existing Credit Agreement (as in effect prior to its amendment and restatement as of October 14, 2004) and (b) mortgagee title insurance policy policies in the form and amount described in Section 4.01(p) of the Existing Credit Agreement (as in effect prior to its amendment and restatement as of October 14, 2004) covering said real property. (c) As additional security for the Secured Obligations, Borrower agrees that if Borrower or policiesany Guarantor acquires any leasehold interest as lessee, it shall promptly following such acquisition notify the Agent thereof and, from time to time, upon request of Agent, Borrower shall, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory shall cause such Guarantor to, execute, deliver and record any new mortgages, deeds of or trust or similar instruments, or amendments to any existing mortgages, deeds of trust and similar instruments encumbering such leasehold interest, which documents shall be substantially similar to the Administrative Agent (a “Title Company”)Real Property Security Documents, in an amount order to create a leasehold mortgage on such leasehold interest. Notwithstanding the foregoing, the Borrower shall not less than the amount reasonably be required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested to take any action described in the applicable Credit Party and assuring preceding sentence to the Administrative Agent that extent taking such action (i) violates the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered therebylease, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall 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 Administrative Agent; (ii) a title report issued by requires the Title Company with respect thereto, dated not more than 30 days prior consent of another party to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; such lease or (iii) copies of all if a recorded documents listed as exceptions memorandum with respect to title or otherwise referred to such lease has not been filed in the Title Policy or in such title report relating relevant real property recording offices. The actions required by this paragraph with respect to such Real Property; (ivi) evidence, which may be in any leasehold interest existing on the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Real Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (v) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (vi) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports Closing Date shall be satisfactory in form and substance to the Administrative Agent; (vii) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; and (viii) upon request of the Administrative Agent and/or the Lenders, the Administrative Agent shall have received appraisals, reasonably satisfactory in form and substance to the Administrative Agent and each Lender, dated not more completed no later than 60 days prior to after the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, Closing Date and (ii) all other tangible property, plant and equipment owned by Holdings, any leasehold interest acquired after the Borrower or any of its Subsidiaries, that is to Closing Date shall be subjected to the Lien completed no later than 60 days of the Security Agreement and is located at any plant or facility owned or leased request for such leasehold mortgage by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined Agent in accordance with sound appraisal standardsthe foregoing terms.

Real Property Matters. The (i) Subject to the Funding Conditions Provision and Section 6.10(a)(i), the Credit Parties shall have delivered deliver to the Administrative Agent: (A) within 120 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by a U.S. Credit Party as of the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and located in the United States; and (B) within 150 days after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion), a Mortgage, in form and substance satisfactory to the Administrative Agent, with respect to each Mortgaged Real Property that is owned by an EMEA Credit Party as of the Closing Date and located in a jurisdiction outside of the United States. (ii) Subject to Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent with respect to each parcel of Mortgaged Real Property to located in the extent that United States or Canada, no later than the date such parcel of Real Property becomes or should be subject to a Mortgage pursuant to ‎Section 6.10(a) above(or within such other time limits as specified below), all of the following: (iA) an American Land Title Association (ALTA) (or equivalent in the case of any Real Property located in Canada) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account not to exceed the estimated book value of the property involvedsuch Real Property), insuring fee -176- simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent; (B) if a mortgage recording or similar tax is imposed on the amount secured by such Mortgage, and (2) then the amount secured by such Mortgage shall provide for affirmative insurance and such reinsurance as be limited to the amount determined by the Administrative Agent may in accordance with Section 6.10(d)(ii)(A) of such Real Property, as reasonably requestdetermined by the Credit Parties, all of the foregoing in form and substance reasonably satisfactory no appraisals shall be required unless required pursuant to the Administrative Agentapplicable legal requirements; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and satisfactory in form and substance to the Administrative Agent; (iiiC) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (ivD) with respect to any owned Real Property located in the United States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, (1) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to (x) whether (1) such Real Property is a Flood Hazard Property, and (2y) if such Real Property is a Flood Hazard Property, (a) whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if (b) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Real Property is a Flood Hazard PropertyProperty and whether the community in which such Flood Hazard property is located is participating in the National Flood Insurance Program, and (c) evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property on terms and in such amounts required to comply with the extent required under Flood Disaster Protection Act (as amended from time to time) or other applicable law, including the applicable regulations of the Board of Governors of the Federal Reserve System; (vE) to the extent required by the Title Company for deletion of the so-called “survey exception”, a surveysurvey of such Real Property, certified by a licensed professional surveyor in form and substance reasonably a manner sufficient for the Title Company to remove such “survey exception”, or survey coverage in the Title Policy satisfactory to the Administrative Agent, of such Real Property, certified in a manner satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agentacting reasonably; (viF) a certificate of the U.S. Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five three-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel)Party, together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent;and (viiG) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered therebythereby (or in the case of any such Real Property located in Canada, as to the enforceability of such Mortgage), provided that such opinion may assume, and covering such other matters of law in connection no additional opinion will be required with respect to the executionpower, deliveryauthority, recording authorization and enforcement due execution and delivery by the applicable Credit Party of such Mortgage as Mortgage. (iii) Subject to the Agreed Security Principles and Section 6.10(a)(i), the Credit Parties shall deliver to the Administrative Agent may with respect to each Mortgaged Real Property located in a jurisdiction other than the United States or Canada, no later than the date such parcel of Real Property becomes subject to a Mortgage, all such title insurance, flood insurance (to the extent required by applicable law), Phase I or equivalent environmental reports, surveys, documents, instruments, agreements, opinions and certificates are customarily required by lenders under similar financings with secured assets in the applicable country and as are reasonably request; and (viii) agreed upon request by the parties to the EMEA Facility Security Documents, in each case in form reasonably satisfactory to the Administrative Agent with respect to each such Real Property to create in favor of the Administrative Agent Agent, for the benefit of the Secured Creditors, a valid and, subject to any filing and/or recording referred to herein, perfected first priority security interest (where applicable) in such Real Property. (iv) Subject to Section 6.10(a)(i), with respect to each Mortgaged Real Property located in the LendersUnited States, no later than thirty (30) Business Days prior to the date on which such parcel of Real Property becomes subject to a Mortgage, the Administrative Agent shall have received appraisalsdeliver (A) to the Lenders, reasonably satisfactory a completed standard “life of loan” flood hazard determination form, (B) if such Real Property is a Flood Hazard Property, (1) to the U.S. Borrower, notice of that fact and, if applicable, notice that flood insurance coverage under the National Flood Insurance Program is not available because the community in form which the Real Property is located does not participate in the National Flood Insurance Program, (2) to the Lenders, evidence of the receipt by the U.S. Borrower of such notice and substance (C) to the Lenders, if such notice is required to be provided to the U.S. Borrower and flood insurance is available in the community in which such Real Property is located, evidence of the required flood insurance. Notwithstanding anything to the contrary herein, no Mortgage shall be required to be executed with respect to any Real Property pursuant to the terms hereof or any other Loan Documents unless and until each Revolving Lender has confirmed to the Administrative Agent in writing its satisfaction with flood insurance due diligence and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, reasonably satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by Holdings, the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by Holdings, the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount that may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount that may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standardscompliance.