Common use of Real Property Matters Clause in Contracts

Real Property Matters. (a) Purchaser shall have obtained no later than 10 days prior to the Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form of 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 ▇▇▇▇-up of a pro forma of the Title Commitment) in accordance with the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, 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) Purchaser shall have obtained no later than 10 days prior to the Closing, a survey for the Owned Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory to Purchaser, and conforming to 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 and 19 and such other standards as the Title Company and Purchaser require as a condition to the removal of any survey exceptions from the Title Policy, and certified to Purchaser, Purchaser’s lender, if any, the Company, and the Title Company, in a form satisfactory to each of such parties (the “Survey”). The Survey shall 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 further assurance endorsement with respect to such defect, insured over to Purchaser’s satisfaction prior to the Closing. […***…]

Real Property Matters. (a) Purchaser SemStream shall use commercially reasonable efforts to cooperate with NGL Subsidiary so that prior to the Closing Date, NGL Subsidiary shall have obtained no later than 10 days prior the following: (i) with respect to the Closingeach parcel of Owned Real Property, a commitment for an ALTA Ownerowner’s policy of title insurance (a “Title Insurance Policy 2006 Form (or other 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 policy acceptable to Purchaser) for 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, issued by a title insurance company satisfactory to Purchaser (with an insured amount no greater than 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 ▇▇▇▇-up of a pro forma approximate fair market value of the Title Commitment) in accordance with the Title Commitment, insuring the Company’s fee simple title to 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 Closing Date following endorsements to the extent available in the applicable jurisdiction: (including all recorded appurtenant easements insured as separate legal parcelsi) with gap coverage from the Company through the date of recording, 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 plus parking and loading docks), non-imputation(ii) owner’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 all other endorsements (x) access; (ii) an ALTA Land Title Survey (a “Survey”) for each parcel of Real Property, reasonably requested by Purchaser, acceptable to NGL Subsidiary in form and substance reasonably satisfactory to Purchaser and the Title Company. The […***…] Seller shall provide to Purchaser and the Title Companysubstance, a non-imputation affidavit, in form and substance reasonably acceptable to the Title Company. certified within ninety (b90) Purchaser shall have obtained no later than 10 days prior to of the Closing, a survey for the Owned Real Property, dated no earlier than the date of this Agreement, prepared by a surveyor licensed surveyor satisfactory to Purchaserin the jurisdiction where such Real Property is located, and conforming to 2005 completed in accordance with the most current “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey, Surveys,” including Table A Items Nos. items 1, 2, 3, -4, 66 (setbacks only), 7(a), 7(b)(1), 7(c7(b)(2), 8, 9, 10, 11(b11(a), 13, 14, 15, 16, 17, 17 and 18 and 19 and such other standards as the Title Company and Purchaser require as a condition to the removal of any survey exceptions from the Title Policy“Table A” thereof, and certified to PurchaserSemStream, Purchaserany SEM Group Entity in title thereto, NGL Subsidiary, the Title Company, NGL Subsidiary’s lender, if any, Winston & ▇▇▇▇▇▇ LLP and any other parties designated by NGL Subsidiary; and (b) SemStream and NGL shall each pay fifty percent (50%) of the Company, costs and expenses of the Title CompanyCommitments and Surveys, in a form satisfactory to 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 such parties the Title Policies (the “Survey”). The Survey shall not disclose other than extended coverage and endorsements thereto) and any encroachment from or onto the Owned Real Property or any portion thereof or any other survey defect which has not been cured orand all title search, provided escrow and closing fees charged by the Title Company will issue a further assurance endorsement in connection with respect to such defect, insured over to Purchaser’s satisfaction prior to the Closing. […***…]NGL Subsidiary shall pay any incremental premiums for extended coverage under the Title Policies or any endorsements thereto.

Real Property Matters. (a) Purchaser The Seller shall have obtained cooperate with the Buyer, at the Buyers' sole cost and expense, in the Buyer's efforts to obtain, no later than 10 fifteen (15) calendar days prior to the Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form as-built surveys of policy acceptable to Purchaser) for the each parcel of Owned Real PropertyProperty (collectively, 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 ▇▇▇▇-up of a pro forma of the Title Commitment"Surveys") in accordance with (i) ------- the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, 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 most current minimum 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) Purchaser shall have obtained no later than 10 days prior to the Closing, a survey for the Owned Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory to Purchaser, and conforming to 2005 Minimum Standard Detail Requirements detail requirements for ALTA/ACSM Land Title SurveySurveys, including Table A Items Nos. 1, items 2, 3, 4, 6, 7(a), 7(b)(1), 7(c)7, 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 11 and 19 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 an Urban Survey, and (iii) local standards required by the Buyer, in its reasonable discretion, dated after the date hereof, and showing, without limiting the foregoing, with respect to each parcel of the Owned Real Property, all easements and other standards as 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 and Purchaser require as a condition to the removal of any survey exceptions exception from the Title Policy, and certified general exceptions to Purchaser, Purchaser’s lender, if any, the Company, and the Title Company, in a form satisfactory to each of such parties (the “Survey”). The Survey shall not disclose any encroachment from or onto Insurance covering the Owned Real Property or any portion thereof or any other survey defect which has not been cured shown on such survey. (b) 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 Owned Real Property, with legible copies of all listed exceptions, and as of the opening of business for the Closing Date, good and valid title insurance policies or, provided in final form, irrevocable ALTA title insurance binders or commitments, from a Title Company reasonably acceptable to the Buyer (the "Title Insurance"), dated 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 in connection with the issuance of the policies of Title Insurance, execute and deliver, or cause to be executed and delivered, to the Title Company will issue a further assurance endorsement any affidavits reasonably requested by the Title Company or the Buyer in connection with respect the issuance of the policies as required hereunder; provided that the Seller -------- shall not be required to undertake or incur any liability under any such defect, insured over to Purchaser’s satisfaction prior to the Closing. […***…]affidavit in excess of any liability that it would otherwise have under this Agreement.

Real Property Matters. (a) Purchaser shall have obtained no later than 10 days prior At the request of the Global Agent, Borrower or a Guarantor of Payment shall, with respect to the Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (any Real Property acquired or other form of policy acceptable to Purchaser) for the Owned Real Property, issued held by a title insurance company satisfactory Company subsequent 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 ▇▇▇▇-up of a pro forma of the Title Commitment) in accordance with the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date with a fair market value in excess of One Hundred Thousand Dollars (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, 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$100,000), ALTA Form 3.1 zoning provide, or cause such Company to provide, to the Collateral Agent (i) a Mortgage, (ii) such other information, documents or agreements as may be deemed necessary or advisable by the Global Agent in connection with parking and loading docks)such Mortgage, non-imputationincluding, but not limited to, the items set forth in 62 subpart (b) hereof, and all other endorsements reasonably requested (iii) such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or appropriate 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 CompanyGlobal Agent. (b) Purchaser 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 obtained no later 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 10 sixty (60) days prior to the Closing, a date of such request) "as-built" survey for of the Owned such Mortgaged Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory acceptable to Purchaserthe Global Agent and the Required Lenders, certified to the Global Agent, the Collateral Agent and conforming the Lenders and the title company pursuant to 2005 certificate of survey acceptable to the Global Agent and the Required Lenders; such survey shall be in form and substance acceptable to the Global Agent and the Required Lenders, in their sole discretion, shall be made in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 Surveys" adopted by the American Land Title Association in 1999; (iv) a copy of the certificate of occupancy for each building located on each such Mortgaged Real Property; (v) evidence of compliance with all building and 19 and such other standards as the Title Company and Purchaser require as a condition zoning codes applicable to the removal Mortgaged Real Property and evidence of the availability and adequacy of utilities for the buildings located on the Mortgaged Real Property; and (vi) evidence, satisfactory to the Global Agent and the Required Lenders, that no portion of any survey exceptions from of the Title Policy, and certified to Purchaser, Purchaser’s lender, if any, the Company, and the Title Company, Mortgaged Real Property is located in a form satisfactory to each of such parties (Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the “Survey”). The Survey shall not disclose any encroachment from or onto Flood Maps maintained by 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 further assurance endorsement with respect to such defect, insured over to Purchaser’s satisfaction prior to the Closing. […***…]Federal Emergency Management Agency.

Real Property Matters. (a) Purchaser shall have obtained no later than 10 Within seven days prior to the Closing, a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form of 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 ▇▇▇▇-up of a pro forma of the Title Commitment) in accordance with the Title Commitment, insuring the Company’s fee simple title to the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, 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) Purchaser shall have obtained no later than 10 days prior to the Closing, a survey for the Owned Real Property, dated no earlier than after the date of this Agreement, Sellers shall deliver or cause to be delivered to the Purchaser the following: (a) Owner policies of title insurance covering all Real Property owned by the Company or SBJ Trust, if a Related Asset, including, without limitation, the property at 302 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (▇▇e "Facility"), insuring the Company or SBJ Trust, if a Related Asset has fee simple title thereto, up to the 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 such Real Property, insuring the Company owns the Real Property in question free of all claims (other than those set forth on Schedule 2.7(a)) up to the fair market value thereof (each, a "Title Commitment"), together with legible copies of all documents listed in such Title Commitment as exceptions to title. (b) Surveys of each tract of Real Property (the "Surveys") consisting of a plat and field notes prepared by a licensed surveyor satisfactory reasonably acceptable to the Purchaser, each of which shall (i) reflect the actual dimensions of, and conforming area within, the Real Property in question, the locations of all easements, setback lines, encroachments or overlaps thereon or thereover, (ii) identify by recording reference all easements, setback lines, and other matters referred to 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land in the Existing Title SurveyPolicy or Title Commitment (as applicable) therefor, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 and 19 and such other standards as the Title Company and Purchaser require as a condition (iii) be certified to the removal of Company; (iv) reflect any survey exceptions from area within the Title Policy, and certified to Purchaser, Purchaser’s lender, if anyReal Property that has been designated by the Federal Insurance Administration, the CompanyArmy Corps of Engineers, and the Title Company, in a form satisfactory to each of such parties (the “Survey”). The Survey shall not disclose any encroachment from or onto the Owned Real Property or any portion thereof or any other Governmental Authority as being subject to special or increased flood hazards, and (v) in general, comply with the requirements of the Texas Surveyor's Association for Category 1A Condition II surveys. All encroachments or other survey defect which has not been defects shall be cured or, provided the Title Company will issue a further assurance endorsement with respect to such defect, or insured over to Purchaser’s satisfaction prior to the Closing. […***…].

Real Property Matters. (a) Purchaser shall have obtained no No later than 10 60 days following the Closing Date, 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 Closingtime the Mortgages are delivered to the Administrative Agent pursuant to Section 7.09(a), a commitment for an ALTA Owner’s Title Insurance Policy 2006 Form (or other form the Borrower will, and will cause each of policy acceptable its applicable Subsidiaries to Purchaser) for provide to the Owned Real PropertyAdministrative Agent, issued by a 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 Purchaser 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 “Title Company”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), together with 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 copy 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 documents referenced therein defects and encumbrances, except those permitted by Section 8.03 and such as may be approved by the Administrative Agent; (iii) name the “Title Commitment”). At Closing, Purchaser shall have obtained a title insurance policy from Administrative Agent for the Title Company benefit of the Lenders as the insured thereunder; (which may iv) be in the form of a ▇▇▇▇-up of a pro forma 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 Title CommitmentAdministrative Agent) in accordance and (vii) be issued at ordinary rates (other than with the Title Commitment, insuring the Company’s fee simple title respect to the Owned Real Property as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, 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”affirmative insurance). The Title Policy Administrative Agent shall include an extended coverage endorsement (insuring over the general or standard exceptions), ALTA Form 3.1 zoning (with parking and loading docks), non-imputationhave received evidence reasonably satisfactory to it that all premiums in respect of each such policy, 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) Purchaser shall have obtained no later than 10 days prior to the Closing, a survey charges for the Owned Real Property, dated no earlier than the date of this Agreement, prepared by a licensed surveyor satisfactory to Purchaser, and conforming to 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Survey, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 and 19 and such other standards as the Title Company and Purchaser require as a condition to the removal of any survey exceptions from the Title Policy, and certified to Purchaser, Purchaser’s lendermortgage 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 Companytitle policy or policies referred to in this Section and a copy, and the Title Company, in a form satisfactory to each of certified by such parties as the Administrative Agent may deem reasonably appropriate, of all other documents affecting the property covered by each Mortgage (the “Survey”). The Survey shall 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 further assurance endorsement including documents relating to insurance coverage with respect to such defect, insured over to Purchaser’s satisfaction property) as shall have been reasonably requested by the Administrative Agent. (d) At or prior to the Closing. […***…]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 acknowledgment from the relevant Credit Party as required pursuant to Section 208.8(e)(3) of Regulation H of the Board.