Common use of Real Property Matters Clause in Contracts

Real Property Matters. (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 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 pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries to provide to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. (a) No Purchaser shall have obtained no later than 120 10 days following the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to (i) provide prior to the Administrative Agent executed copies Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form of each policy acceptable to Purchaser) for the Owned Real Property, issued by a title insurance company satisfactory to Purchaser (the “Title Company”), together with a copy of all documents referenced therein (the “Title Commitment”). At Closing, Purchaser shall have obtained a title insurance policy from the Title Company (which may be in the form of a xxxx-up of a pro forma of the Mortgages, executed and delivered by a duly authorized officer of the Credit Party thereto, with respect to each Material Real Property and (iiTitle Commitment) 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 the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date (including all applicable Requirements recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of Lawrecording, subject only to Permitted Encumbrances, in such amount as Purchaser and the Company reasonably determine to be the value of the Real Property insured 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 all other endorsements reasonably requested by Purchaser, in form and substance reasonably satisfactory to Purchaser and the Title Company. The […***…] Seller shall provide to Purchaser and the Title Company, a non-imputation affidavit, in form and substance reasonably acceptable to the Title Company. (b) At or Purchaser shall have obtained no later than 10 days prior to the time Closing, a survey for the Mortgages are delivered Owned Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory to the Administrative Agent pursuant to Section 7.09(a), Avis willPurchaser, and will cause each of its applicable Subsidiaries conforming to provide to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established 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 adopted by 19 and such other standards as the American Land Title Association Company 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 Purchaser require as a condition to the sites necessary to use removal of any survey exceptions from the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis willTitle Policy, and will cause each of its applicable Subsidiariescertified to Purchaser, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording taxPurchaser’s lender, if any, have been paidthe Company, and the Title Company, in a form satisfactory to each of such parties (the “Survey”). The Administrative Agent Survey shall have also received not disclose any encroachment from or onto the Owned Real Property or any portion thereof or any other survey defect which has not been cured or, provided the Title Company will issue a copy of all recorded documents referred to, or listed as exceptions to title in, the title 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 further assurance endorsement with respect to such property) as shall have been reasonably requested by the Administrative Agent. (d) At or defect, insured over to Purchaser’s satisfaction 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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.Closing. […***…]

Real Property Matters. (a) No later than 120 days following SemStream shall use commercially reasonable efforts to cooperate with NGL Subsidiary so that prior to the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to NGL Subsidiary shall have obtained the following: (i) provide to the Administrative Agent executed copies of each of the Mortgages, executed and delivered by a duly authorized officer of the Credit Party thereto, with respect to each Material parcel of Owned Real Property, a commitment for an owner’s policy of title insurance (a “Title Commitment”) as of a date subsequent to the date hereof, issued by the Title Company, which commitment shall contemplate the issuance of an owner’s title insurance policy on the most current form of ALTA fee owner’s title insurance policy, with extended coverage (a “Title Policy”), insuring, in respect of the portion of such parcel in which SemStream has a fee simple interest the good and marketable fee simple title of SemStream in such portion of the Owned Real Property, with an insured amount no greater than the approximate fair market value of the subject Owned Real Property as reasonably agreed to between NGL Subsidiary and SemStream, together with complete copies of all exceptions and matters referred to therein, and with such affirmative coverages and endorsements as NGL Subsidiary shall reasonably require, and may include, without limitation, the following endorsements to the extent available in the applicable jurisdiction: (i) ALTA 3.1 zoning (plus parking and loading docks), (ii) take all actions necessary orowner’s comprehensive, (iii) land “same as” survey, (iv) subdivision compliance, (v) tax parcel identification, (vi) contiguity, (vii) location, (viii) waiver of arbitration, (ix) utilities availability and (x) access; (ii) an ALTA Land Title Survey (a “Survey”) for each parcel of Real Property, reasonably acceptable to NGL Subsidiary in form and substance, certified within ninety (90) days of the Closing, prepared by a surveyor licensed in the opinion of the Administrative Agentjurisdiction where such Real Property is located, 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 pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries to provide to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made completed in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992Surveys,” including items 1-4, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: 6 (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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(asetbacks only), Avis will7(a), 7(b)(1), 7(b)(2), 9, 10, 11(a), 13, 14, 16, 17 and 18 of “Table A” thereof, and will cause each of its applicable Subsidiariescertified to SemStream, to provide to any SEM Group Entity in title thereto, NGL Subsidiary, the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative AgentTitle Company, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording taxNGL Subsidiary’s lender, if any, have been paid. The Administrative Agent Winston & Xxxxxx LLP and any other parties designated by NGL Subsidiary; and (b) SemStream and NGL shall have also received a copy each pay fifty percent (50%) of the costs and expenses of the Title Commitments and Surveys, whether or not the transactions contemplated under this Agreement are consummated; and, at Closing, SemStream and NGL shall each pay fifty percent (50%) the costs and expenses of the Title Policies (other than extended coverage and endorsements thereto) and any and all recorded documents referred totitle search, or listed as exceptions to title in, the title policy or policies referred to in this Section escrow 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 closing fees charged by the Administrative AgentTitle Company in connection with the Closing. NGL Subsidiary shall pay any incremental premiums for extended coverage under the Title Policies or any endorsements thereto. (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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. (a) No The Seller shall cooperate with the Buyer, at the Buyers' sole cost and expense, in the Buyer's efforts to obtain, no later than 120 fifteen (15) calendar days following prior to Closing, as-built surveys of each parcel of Owned Real Property (collectively, the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to "Surveys") in accordance with (i) provide to ------- the Administrative Agent executed copies most current minimum standard detail requirements for ALTA/ACSM Land Title Surveys, including Table A items 2, 3, 4, 6, 7, 8, 9, 10, 11 and 13 and such additional or different Table A Items as the Buyer may, in its reasonable discretion, require, (ii) with the Accuracy Standards (as adopted by ALTA and ACSM) of each of an Urban Survey, and (iii) local standards required by the MortgagesBuyer, executed in its reasonable discretion, dated after the date hereof, and delivered by a duly authorized officer of showing, without limiting the Credit Party theretoforegoing, with respect to each Material parcel of the Owned Real Property, all easements and other appurtenances benefiting and all easements and other encumbrances burdening such parcel. Each Survey shall be certified to any lender providing financing to the Buyer for the transactions contemplated hereby, the Buyer, the title company providing the Title Insurance (the "Title Company") and any other person reasonably ------------- requested by the Buyer and shall comply with any requirements imposed by the Title Company as a condition to the removal of any survey exception from the general exceptions to the Title Insurance covering the Owned 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 Lawshown on such survey. (b) At or The Seller shall cooperate with the Buyer at the Buyers' sole cost and expense at regular rates, in the Buyer's efforts to obtain, no later than fifteen (15) calendar days prior to Closing, title commitments for all of the time Owned Real Property, with legible copies of all listed exceptions, and as of the Mortgages are delivered opening of business for the Closing Date, good and valid title insurance policies or, in final form, irrevocable ALTA title insurance binders or commitments, from a Title Company reasonably acceptable to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries to provide to the Administrative Agent, and the title insurance company issuing the policy referred to in Section 7.09(c) Buyer (the "Title Insurance CompanyInsurance"), maps or plats of an as-built survey dated as of the sites of each Closing Date, insuring --------------- the Buyer as the fee owner of the Material Seller's parcels of Owned Real Properties certified Property as of Closing, subject only to Permitted Encumbrances, and in connection with the issuance of the policies of Title Insurance, execute and deliver, or cause to be executed and delivered, 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 affidavits reasonably requested by the Administrative Agent. (d) At Title Company or prior to the time Buyer in connection with the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), with respect to any issuance 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 acknowledgement from the relevant Credit Party policies as required pursuant hereunder; provided that the Seller -------- shall not be required to Section 208.8(e)(3) undertake or incur any liability under any such affidavit in excess of Regulation H of the Boardany liability that it would otherwise have under this Agreement.

Real Property Matters. (a) No later than 120 60 days following the Closing Date, Avis the Borrower 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 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 pursuant to Section 7.09(a), Avis the Borrower will, and will cause each of its applicable Subsidiaries to provide to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis the Borrower will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 acknowledgement acknowledgment from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. (a) No later than 120 days following At the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to (i) provide to the Administrative Agent executed copies of each request of the MortgagesGlobal Agent, executed and delivered by Borrower or a duly authorized officer Guarantor of the Credit Party theretoPayment shall, with respect to each Material any Real Property and acquired or held by a Company subsequent to the Closing Date with a fair market value in excess of One Hundred Thousand Dollars ($100,000), provide, or cause such Company to provide, to the Collateral Agent (i) a Mortgage, (ii) take all actions such other information, documents or agreements as may be deemed necessary oror advisable by the Global Agent in connection with such Mortgage, including, but not limited to, the items set forth in the 62 subpart (b) hereof, and (iii) such corporate governance and authorization documents and an opinion of the Administrative Agent, desirable to cause the Liens created counsel as may be deemed necessary or appropriate by the Mortgages to be duly perfected in accordance with all applicable Requirements of LawGlobal Agent. (b) At With respect to each Mortgaged Real Property, within thirty (30) days of the Global Agent's written request, Borrower shall deliver to the Collateral Agent: (i) a Loan Policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84) (unless such form is unavailable in any particular state, in which case Borrower shall have provided such other form of a Loan Policy of title insurance as may reasonably requested by the Global Agent) issued by a title company satisfactory to the Global Agent and the Required Lenders (collectively, the "Loan Policies" and individually, a "Loan Policy") in an amount equal to the fair market value of such Mortgaged Real Property insuring each Mortgage to be a valid first priority Lien on such Mortgaged Real Property, free and clear of all defects and encumbrances except such matters of record as permitted pursuant to this Agreement, with such endorsements and affirmative insurance as the Global Agent and the Required Lenders, in their reasonable discretion, may require; (ii) environmental reports or studies prepared by environmental engineering firms acceptable to the Global Agent and the Required Lenders (the "Reports"), which Reports shall be in form acceptable to the Global Agent and the Required Lenders; (iii) a current (certified not more than sixty (60) days prior to the time date of such request) "as-built" survey of the Mortgages are delivered such Mortgaged Real Property, prepared by a licensed surveyor acceptable to the Administrative Global Agent pursuant to Section 7.09(a)and the Required Lenders, Avis will, and will cause each of its applicable Subsidiaries to provide certified to the Administrative Global Agent, the Collateral Agent and the Lenders and the title insurance company issuing the policy referred pursuant to in Section 7.09(c) (the "Title Insurance Company"), maps or plats certificate of an as-built survey of the sites of each of the Material Real Properties certified acceptable to the Administrative Global Agent and the Title Insurance Company Required Lenders; such survey shall be in a manner reasonably satisfactory to them, dated a date reasonably satisfactory form and substance acceptable to the Administrative Global Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance CompanyRequired Lenders, which maps or plats and the surveys on which they are based in their sole discretion, shall be made in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys jointly established and Surveys" 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; 1999; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection copy of the sites or otherwise known to the surveyor; certificate of occupancy for each building located on each such Mortgaged Real Property; (v) any encroachments on any adjoining property by evidence of compliance with all building and zoning codes applicable to the building structures Mortgaged Real Property and improvements evidence of the availability and adequacy of utilities for the buildings located on the sitesMortgaged Real Property; and and (vi) if the site is described as being on a filed mapevidence, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative AgentGlobal Agent and the Required Lenders, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear no portion of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 Mortgaged Real Properties which Property is located in an area identified a Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Flood Maps maintained by the Secretary of Housing and Urban Development as having special flood hazards, the Administrative Agent shall have received acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the BoardFederal Emergency Management Agency.

Real Property Matters. Within seven days after the date of this Agreement, Sellers shall deliver or cause to be delivered to the Purchaser the following: (a) No later than 120 days following Owner policies of title insurance covering all Real Property owned by the Closing DateCompany or SBJ Trust, Avis willif a Related Asset, and will cause each of its applicable Subsidiaries to including, without limitation, the property at 302 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxx (i) provide xxe "Facility"), insuring the Company or SBJ Trust, if a Related Asset has fee simple title thereto, up to the Administrative Agent executed fair market value thereof, subject only to the encumbrances set forth in Schedule 2.7(a) (the "Existing Title Policies"), together with legible copies of all documents listed in such title policies as exceptions to title. If an Existing Title Policy has not been issued for any tract constituting a part of a Related Asset, then the Sellers shall deliver, at Sellers' sole cost and expense, to the Purchaser a commitment from an underwriter reasonably acceptable to the Purchaser to issue a Texas-form owner policy of title insurance in respect of each of such Real Property, insuring the Mortgages, executed and delivered by a duly authorized officer of Company owns the Credit Party thereto, with respect to each Material Real Property and in question free of all claims (iiother than those set forth on Schedule 2.7(a)) take up to the fair market value thereof (each, a "Title Commitment"), together with legible copies of all actions necessary or, documents listed in the opinion of the Administrative Agent, desirable such Title Commitment as exceptions to cause the Liens created by the Mortgages to be duly perfected in accordance with all applicable Requirements of Lawtitle. (b) At or prior Surveys of each tract of Real Property (the "Surveys") consisting of a plat and field notes prepared by a licensed surveyor reasonably acceptable to the time Purchaser, each of which shall (i) reflect the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis willactual dimensions of, and will cause each area within, the Real Property in question, the locations of its applicable Subsidiaries to provide to the Administrative Agentall easements, setback lines, encroachments or overlaps thereon or thereover, (ii) identify by recording reference all easements, setback lines, and the title insurance company issuing the policy other matters referred to in Section 7.09(cthe Existing Title Policy or Title Commitment (as applicable) therefor, (the "Title Insurance Company"), maps or plats of an as-built survey of the sites of each of the Material Real Properties iii) be 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 roadwaysreflect any area within the Real Property that has been designated by the Federal Insurance Administration, pathsthe Army Corps of Engineers, drivewaysor any other Governmental Authority as being subject to special or increased flood hazards, easements, encroachments and overhanging projections and similar encumbrances affecting the sites, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any in general, comply with the requirements of the Texas Surveyor's Association for Category 1A Condition II surveys. All encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the or other survey to said map. (c) At defects shall be cured or insured prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 AgentClosing. (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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. (a) No The Company shall obtain, at its expense, title insurance commitments on the Owned Branch Property and shall present copies of such commitments (together with copies of all documents referred to therein), dated not more than thirty (30) days prior to the date of this Agreement, to Buyer within thirty (30) days after the date of this Agreement. With respect to each parcel of Owned Branch Property, for a period of sixty (60) days from and after the later of (i) the date of this Agreement or (ii) the date on which Buyer has received all of the title commitments for such property (in each case, the “Property Review Period”), at its option and expense, Buyer may cause to be conducted: (1) any additional non-invasive title examinations, physical surveys, zoning compliance reviews, and structural inspections of the Owned Branch Property and improvements thereon that are used by the Company or the Bank (collectively, the “Property Examination”); and (2) non-invasive (subject to item (ii) below) site inspections, historic reviews, regulatory analyses and environmental investigations and assessments of the Owned Branch Property as Buyer shall deem necessary or desirable (collectively, the “Environmental Survey”). Any Environmental Survey may include: (i) a Phase I Environmental Site Assessment (pursuant to ASTM Standard E 1527-05) in connection with any Owned Branch Property, (ii) other environmental investigations, inspections, assessments, site reconnaissance, or site visits, or environmental sampling, testing, analysis, or monitoring activities, in connection with any Owned Branch Property (e.g. a Phase II Environmental Assessment), provided that (x) Buyer provides the Company evidence showing that such additional inspection is commercially reasonable which evidence may include a recommendation contained in any Phase I report that additional inspections, testing and analyses should be performed; and (ii) all such additional investigations, inspections, assessments, site reconnaissance, site visits and environmental sampling, testing, analysis and monitoring shall be completed by the thirtieth (30th) day after the last day of the applicable Property Review Period. The Company shall, within 10 days of the date of this Agreement provide to Buyer copies of all information or documents, including, but not limited to, environmental reports, prior title insurance policies, surveys and regulatory agency correspondence, in the Company’s or the Bank’s possession or control relating to the matters described in this Section 8.21. Subject to the balance of this Section 8.21, in order to perform or to conduct any such investigation(s) described in this Section 8.21, the Company shall grant Buyer and its Representatives the right to gain reasonable access to any Owned Branch Property. (b) Buyer shall notify the Company in advance at least 48 hours, and shall obtain Company’s or Bank’s consent, before Buyer or any agent, employee, representative, contractor, or other person enters onto Owned Branch Property as permitted in this Agreement. Any entry on an Owned Branch Property made by or on behalf of Buyer shall be at the sole risk of Buyer. Buyer shall pay for all work and inspections performed, and shall not permit the creation of any lien against an Owned Branch Property (or any portion thereof) in favor of any contractor, materialman, mechanic, surveyor, architect, laborer, or any other lien or performing services or supplying materials on Buyer’s behalf or at Buyer’s request. Buyer, as a condition to its right to conduct inspections and other entries on an Owned Branch Property, agrees to indemnify, defend, and hold harmless Parent, Company, and Bank from all fines, penalties, liens, losses, costs, claims, damages, liabilities, and expenses, including reasonable attorneys’ fees and other costs and expenses incurred, sustained by, or asserted against Parent, Company, or Bank arising from the inspections and entries by or on behalf of Buyer, or any of its agents or other representatives. Buyer shall employ only appropriately licensed and insured professionals for entries on the Owned Branch Property and performance of the investigations, surveys, tests, and the like permitted under this Agreement. Neither Buyer nor Buyer’s agents shall conduct any inspection, or perform other work, so as to damage or alter an Owned Branch Property or improvements thereon. Buyer at its own expense shall repair, replace, or restore to the Company’s and the Bank’s satisfaction, any damage or disturbance caused to an Owned Branch Property or any portion thereof or improvements thereon in the course of Buyer’s inspections. Inspections and entries on the Owned Branch Property pursuant to this Agreement shall be subject to the rights of any tenants or other occupants of such property. Buyer and its agents, employees, representatives, contractors, and other persons entering on Buyer’s behalf shall take reasonable precautions so that inspections and entries pursuant to this Section shall cause minimum disruption to the Bank and its operations. Buyer acknowledges that Company and the Bank make no, and Buyer hereby waives and disclaims all, warranties or representations whatsoever, express or implied, concerning the condition of an Owned Branch Property or improvements thereon or otherwise relating thereto except any such warranty or representation that is expressed in this Agreement. Buyer shall bear all risk of loss, damage, or destruction to the Owned Branch Property caused by any of its inspections. Company or Bank, as the case may be, shall have no obligation to repair, replace, or restore any loss, damage, or destruction caused by any of Buyer’s inspections except to the extent that such loss, damage, or destruction was caused by Company’s or Bank’s negligence or willful misconduct. (c) If, during the Property Review Period for any Owned Branch Property, Buyer discovers a Material Defect (as defined below) with respect to such Owned Branch Property, Buyer shall provide such information (“Property Review Appraisal Factors”) to the Company in writing within five (5) business days after the end of the Property Review Period. Thereafter, Parent may elect to (1) direct the Company to cure the Material Defect to Buyer’s reasonable satisfaction; or (2) exclude from the Transferred Owned Branch Property the Owned Branch Property with respect to which such Material Defect exists. If Parent elects to direct the Company to cure, then the Company will have thirty (30) days from the date of the receipt of the Material Defect Notice, or such later time, which shall not be later than 120 days the Closing Date, as shall be mutually agreeable to the Buyer and the Company in which to cure such Material Defect to Buyer’s satisfaction. If the Company fails to cure a Material Defect to Buyer’s satisfaction within the period specified above, then the Owned Branch Property with respect to which such Material Defect exists shall be excluded from the Transferred Owned Branch Property. With respect to any Owned Branch Property that is excluded from the Transferred Owned Branch Property pursuant to this Section 8.21(c), upon Buyer’s request, the Parties shall negotiate in good faith with respect to a lease of such Owned Branch Property to Buyer Bank, which shall have a rental rate consistent with prevailing market rates for similar properties and a term not exceeding one (1) year after the Closing Date. (d) For purposes of this Agreement, a “Material Defect” means the existence of any Real Estate Lien (other than the lien of Owned Branch Property Taxes not yet due and payable and liens Company or Bank agrees in writing to satisfy before conveying the property to Buyer), or zoning restriction, covenant or other restriction, title imperfection, title irregularity or other defect that constitutes a material breach of any representation or warranty contained in Section 5.16 and that would materially adversely affect the marketability of title of any parcel of the Owned Branch Property and/or materially adversely affect Buyer’s ability to use the Owned Branch Property or the Leased Branch Property as a banking branch facility or as to which Buyer otherwise reasonably objects; (b) the existence of any structural defects or conditions of disrepair in the improvements on the Owned Branch Property (including any equipment, fixtures or other components related thereto) that would reasonably cost more than $100,000 in the aggregate to repair, remove or correct as to all such Owned Branch Property; or (c) the existence of facts or circumstances relating to any of the Owned Branch Property reflecting that: (1) there likely has been a discharge, disposal, release, threatened release or emission by any Person of any hazardous material on, from, under, at or relating to the Owned Branch Property; or (2) any action has been taken or not taken, or condition or event likely has occurred or exists, with respect to the Owned Branch Property that constitutes or would constitute a violation of any Environmental Laws as to which Buyer reasonably believes, based on the advice of legal counsel or other consultants, that the Company or the Bank could become responsible or liable, or that the Buyer or the Buyer Bank could become responsible or liable, following the Closing Date, Avis willfor assessment, and will cause each of its applicable Subsidiaries to (i) provide to the Administrative Agent executed copies of each of the Mortgagesremoval, executed and delivered by a duly authorized officer of the Credit Party theretoremediation, 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 pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries to provide to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agentmonetary damages, or such civil, criminal or administrative penalties or other date as agreed to by corrective action and in connection with which the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to of expense of Liability which the Administrative Agent; (ii) insure that Company or the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 toBank could incur, or listed for which the Buyer or the Buyer Bank could become responsible or liable following the Closing Date, could equal or exceed an aggregate of $100,000 or more as exceptions to title in, the title policy or policies referred to in this Section and a copy, certified by all 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 AgentOwned Branch Property. (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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. At its option and expense, Purchaser may cause to be conducted: (a1) No a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and improvements thereon that is used by Bank as a banking office (collectively, the "Property Examination"); and (2) site inspections, historic reviews, regulatory analyses, and environmental assessments of the Real Property as Purchaser shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, should Purchaser elect to complete an Environmental Survey of any Real Property, it shall notify Seller before commencing the Environmental Survey and shall make reasonable efforts to coordinate the Environmental Survey with Seller. If, in the course of the Property Examination or Environmental Survey, Purchaser discovers a "Material Defect" (as defined below) with respect to the Real Property, Purchaser shall have the option, at its sole discretion, exercisable upon written notice to Seller ("Material Defect Notice") to: (1) waive the Material Defect; (2) direct Seller to cure the Material Defect to Purchaser's satisfaction; or (3) terminate this Agreement (with such termination being deemed to be a termination under Section 7.1). If Purchaser elects to direct Seller to cure the Material Defect, then Seller shall notify Purchaser by written notice within five (5) days of receipt of the Material Defect Notice whether Seller elects to (1) cure such Material Defect, (2) in lieu of curing the Material Defect, seek approval from Purchaser to indemnify Purchaser as to claims related to the Material Defect on terms then agreed upon with Purchaser ("Material Defect Indemnification"), or (3) petition Purchaser to waive the Material Defect without Seller curing, or providing indemnification as to, the Material Defect. If Seller elects to cure, then Seller shall have thirty (30) days from the date of the receipt of the Material Defect Notice, or such later time, which shall not be later than 120 days following the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to (i) provide as shall be mutually agreeable to the Administrative Agent executed copies of each of the Mortgages, executed and delivered by a duly authorized officer of the Credit Party thereto, with respect parties in which to each cure such Material Real Property and (ii) take all actions necessary or, in the opinion of the Administrative Agent, desirable Defect to cause the Liens created by the Mortgages Purchaser's satisfaction. If Seller elects 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 pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries seek approval from Purchaser to provide to Purchaser Material Defect Indemnification, then Purchaser and Seller agree to use their best efforts to promptly come to an agreement regarding the Administrative Agentspecific terms of such Material Defect Indemnification. If Seller either (1) fails to cure a Material Defect to Purchaser's satisfaction within the period specified above, and (2) fails to reach agreement with Purchaser as to the title insurance company issuing the policy referred provision of Material Defect Indemnification, or (3) petitions Purchaser to in Section 7.09(c) (the "Title Insurance Company"), maps or plats of an as-built survey of the sites of each of waive 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 Defect and such as petition is denied in writing by Purchaser, then Purchaser may terminate this Agreement (with such termination being deemed to be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 insurancea termination under Section 7.1). The Administrative Agent 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 title 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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.

Real Property Matters. (a) No later than 120 Seller shall use commercially reasonable efforts to obtain within forty five (45) days following from the Closing Date, Avis willdate of this Agreement, and will cause each deliver to Buyer, at Seller's sole cost and expense, a standard Texas form of Title Commitment ("Title Commitment") from Chicago Title Insurance Company (the "Title Company") in the amount of the agreed value of the owned Real Property together with copies of all title exceptions. If Seller is unable to deliver to Buyer the Title Commitment within forty five (45) days of the date of this Agreement due to a delay by a person other than the Seller, such as by the Title Company, such failure shall not constitute a breach or default under this Agreement. Buyer shall have twenty (20) days after receipt of such Title Commitment and title exceptions to determine whether such title is or is not acceptable to Buyer in the exercise of its applicable Subsidiaries reasonable discretion, which shall include Buyer's acceptance of Permitted Encumbrances. In the event the condition of the title is not acceptable to Buyer in the exercise of its reasonable discretion, Buyer shall state which exceptions are unacceptable. If such title exceptions that are consensual monetary liens are capable of being cured or eliminated by the payment of a liquidated sum, Seller shall be obligated, at Seller's expense, to remove such exceptions. If such exceptions are not consensual liens that can be cured by the payment of a liquidated sum, Seller may elect to either (i) provide to the Administrative Agent executed copies of each of the Mortgagescure such condition, executed and delivered by a duly authorized officer of the Credit Party thereto, with respect to each Material Real Property and or (ii) take all actions necessary orinform Buyer in writing that such exceptions will not be cured. If not cured, in the opinion as Buyer's sole and exclusive remedy, Buyer may either waive such exception or terminate this Agreement and receive return of the Administrative Agent, desirable to cause the Liens created by the Mortgages to be duly perfected in accordance with all applicable Requirements of LawDeposit. (b) At or prior Seller shall use commercially reasonable efforts to obtain within forty five (45) days from the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis willdate of this Agreement, and will cause each of its applicable Subsidiaries to provide to the Administrative AgentBuyer, and the title insurance company issuing the policy referred to in Section 7.09(c) (the "Title Insurance Company")at Seller's expense, maps or plats of an as-built a current survey of the sites of each of the Material all owned Real Properties certified to the Administrative Agent and the Title Insurance Company in Property prepared by a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional duly licensed land surveyor reasonably satisfactory acceptable to Buyer. If Seller is unable to deliver to Buyer the Administrative Agent current survey within forty five (45) days of the date of this Agreement due to a delay by a person other than the Seller, such failure shall not constitute a breach or default under this Agreement. Buyer shall have twenty (20) days from receipt of such survey to object to such survey and the Title Insurance Companyany matters reflected thereon, which maps or plats and the surveys on which they are based any such objection shall be made treated in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by same manner as a title exception under the American Land Title Association and the American Congress on Surveying and Mapping procedure set forth in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: subparagraph (ia) 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said mapabove. (c) At or prior Seller shall use commercially reasonable efforts to obtain within forty five (45) days from the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis willdate of this Agreement, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties Buyer, at Seller's expense, a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date Phase I Environmental Report prepared by an environmental company reasonably satisfactory acceptable to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Buyer regarding all owned Real Property encumbered thereby showing the owned Real Property to be free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by any hazardous or toxic substances. If Seller is unable to deliver to Buyer the Administrative Agent; Phase I Environmental Report within forty five (iii45) name the Administrative Agent for the benefit days of the Lenders as the insured thereunder; (iv) be in the form date of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) be issued this Agreement due to a delay 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 (a person other than with respect to affirmative insurance)the Seller, such failure shall not constitute a breach or default under this Agreement. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect If such report reflects the presence or possible presence 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, any hazardous or listed as exceptions to title in, the title 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 toxic substance on any of the Material owned Real Properties which is located in an area identified by the Secretary of Housing and Urban Development as having special flood hazardsProperty, the Administrative Agent Buyer shall have received acknowledgement Thirty (30) days from receipt of such report to give notice to Seller of such objections and the relevant Credit Party matter shall be treated in the same manner as required pursuant to Section 208.8(e)(3a title exception under the procedures set forth in subparagraph (a) of Regulation H of the Boardabove.

Real Property Matters. (a) No The Seller shall cooperate with the Buyer, at the Buyers’ sole cost and expense, in the Buyer’s efforts to obtain, no later than 120 fifteen (15) calendar days following prior to Closing, as-built surveys of each parcel of Owned Real Property (collectively, the Closing Date, Avis will, and will cause each of its applicable Subsidiaries to “Surveys”) in accordance with (i) provide to the Administrative Agent executed copies most current minimum standard detail requirements for ALTA/ACSM Land Title Surveys, including Table A items 2, 3, 4, 6, 7, 8, 9, 10, 11 and 13 and such additional or different Table A Items as the Buyer may, in its reasonable discretion, require, (ii) with the Accuracy Standards (as adopted by ALTA and ACSM) of each of an Urban Survey, and (iii) local standards required by the MortgagesBuyer, executed in its reasonable discretion, dated after the date hereof, and delivered by a duly authorized officer of showing, without limiting the Credit Party theretoforegoing, with respect to each Material parcel of the Owned Real Property, all easements and other appurtenances benefiting and all easements and other encumbrances burdening such parcel. Each Survey shall be certified to any lender providing financing to the Buyer for the transactions contemplated hereby, the Buyer, the title company providing the Title Insurance (the “Title Company”) and any other person reasonably requested by the Buyer and shall comply with any requirements imposed by the Title Company as a condition to the removal of any survey exception from the general exceptions to the Title Insurance covering the Owned 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 Lawshown on such survey. (b) At or The Seller shall cooperate with the Buyer at the Buyers’ sole cost and expense at regular rates, in the Buyer’s efforts to obtain, no later than fifteen (15) calendar days prior to Closing, title commitments for all of the time Owned Real Property, with legible copies of all listed exceptions, and as of the Mortgages are delivered opening of business for the Closing Date, good and valid title insurance policies or, in final form, irrevocable ALTA title insurance binders or commitments, from a Title Company reasonably acceptable to the Administrative Agent pursuant to Section 7.09(aBuyer (the “Title Insurance”), Avis willdated as of the Closing Date, insuring the Buyer as the fee owner of the Seller’s parcels of Owned Real Property as of Closing, subject only to Permitted Encumbrances, and will in connection with the issuance of the policies of Title Insurance, execute and deliver, or cause each of its applicable Subsidiaries to provide be executed and delivered, to the Administrative Agent, and the 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or prior to the time the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 affidavits reasonably requested by the Administrative Agent. (d) At Title Company or prior to the time Buyer in connection with the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), with respect to any issuance 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 acknowledgement from the relevant Credit Party policies as required pursuant hereunder; provided that the Seller shall not be required to Section 208.8(e)(3) undertake or incur any liability under any such affidavit in excess of Regulation H of the Boardany liability that it would otherwise have under this Agreement.

Real Property Matters. At its option and expense, MFC may cause to be conducted (ai) No later than 120 days following the Closing Datea title examination, Avis willphysical 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 deem necessary or desirable (collectively, the "Environmental Survey"). If, in the course of the Property Examination or Environmental Survey, MFC discovers a "Material Defect" (as defined below) with respect to the Real Property, MFC will cause each of its applicable Subsidiaries give prompt written notice thereof to CNB describing the facts or conditions constituting the Material Defect, and MFC shall have the option exercisable upon written notice to CNB to (i) provide waive the Material Defect, or (ii) unless CNB is able to, and actually does, cure the Material Defect to MFC's reasonable satisfaction within a reasonable period of time following such notice and without making payments or incurring costs and expenses in excess of an aggregate of $50,000 for all Material Defects related to all Real Property, terminate this Agreement. EXHIBIT 2.2 For purposes of this Agreement, a "Material Defect" shall include: (a) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, zoning restriction, easement, covenant or other restriction, title imperfection or title irregularity, or the existence of any facts or conditions that constitute a breach of CNB's representations and warranties contained in Paragraph 2.16 or 2.21, in either such case that MFC reasonably believes will adversely affect its use of any parcel of the Real Property for the purpose for which it currently is used or the value or marketability of any parcel of the Real Property, or as to which MFC otherwise objects; or (b) the existence of any structural defects or conditions of disrepair in the improvements on the Real Property (including any equipment, fixtures or other components related thereto) that MFC reasonably believes would cost an aggregate of $50,000 or more to repair, remove or correct as to all such Real Property; (c) the 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 Administrative Agent executed copies of each of the MortgagesReal Property, executed and delivered by or (ii) any action has been taken or not taken, or a duly authorized officer of the Credit Party theretocondition or event likely has occurred or exists, with respect to each Material the Real Property which constitutes or would constitute a violation of any Environmental Laws or any contract or other agreement between CNB or Community and (ii) take all actions necessary orany other person or entity, as to which, in either such case, MFC reasonably believes, based on the opinion advice of legal counsel or other consultants, that CNB or Community 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 in connection with which the amount of expense or liability which CNB or Community could incur, or for which MFC could become responsible or liable, following consummation of the Administrative AgentMerger at any time or over any period of time, desirable could equal or exceed an aggregate of $50,000 or more as to cause all such Real Property. It is contemplated that MFC will conduct the Liens created by Property Examination and the Mortgages to be duly perfected in accordance with all applicable Requirements Environmental Survey following the date of Law. (b) At or this Agreement and prior to the time Effective Time. It is the Mortgages are delivered intent of this Agreement, and CNB 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 "Material Defect," with the result that (subject to CNB's above right to cure) MFC may exercise its right to terminate this Agreement, 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 pursuant fact that any such Material Defect or the facts, conditions, circumstances or other matters relating thereto have been disclosed by CNB to Section 7.09(a)MFC, Avis will, and will cause each or any of its applicable Subsidiaries to provide to the Administrative Agent, and the title insurance company issuing the policy referred to in Section 7.09(c) (the "Title Insurance Company"), maps officers 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 and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative 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 physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map. (c) At or advisors prior to the time the Mortgages are delivered to the Administrative Agent date of this Agreement (whether pursuant to Section 7.09(aParagraph 10.13 below or otherwise), Avis will, and will cause each of its applicable Subsidiaries, to provide to the Administrative Agent in respect of each of the Material Real Properties a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Administrative Agent, or such other date as agreed to by the Administrative Agent. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgage insured thereby creates a valid first Lien on the Material Real Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (iv) be in the form of an ALTA Loan Policy; (v) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vi) 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 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 title 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 acknowledgement from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.