Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject only to Liens permitted by ‎[Section 7.01] and when the Mortgages are filed in the offices specified on [Schedule 7] to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections ‎6.11, ‎6.13 and ‎6.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections ‎6.11, ‎6.13 and ‎6.16), such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Property thereunder and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by [Section 7.01].

Mortgages. Counterparts of a Mortgage with respect to each such Eligible Asset duly executed and delivered by the record owner of such Eligible Asset (together with UCC fixture filings if requested by the Administrative Agent).

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust, monetary judgements and monetary liens of ascertainable amounts encumbering the Properties incurred by, for, or on behalf of any Seller (collectively “Monetary Encumbrances”) shall be paid by such Seller at or prior to Closing or omitted as an exception to the Title Policy by the Title Company. For clarity, Buyer shall not be required to object to any Monetary Encumbrances (regardless of cause). For further clarity, in no event shall the foregoing require any Seller to satisfy or expend money to remove any mortgages, deeds of trust, or monetary liens or monetary judgements of ascertainable amounts incurred by, at the request of, or on behalf of any tenant or other occupant of the Properties or, any encumbrance on the fee simple title to the real property that is subject to the Ground Lease or underlying Peach Street I Leasehold Property. Notwithstanding the foregoing, Buyer and Sellers acknowledge and agree that # the Properties are presently encumbered by certain mortgages, deeds of trust, assignments of leases and/or other security instruments granted by the Sellers that secure a loan that was obtained in March 2019 (collectively, the “Existing Mortgages”), which Existing Mortgages must be released at Closing; # Sellers shall use commercially reasonable efforts to secure all of the necessary documentation for such releases from the lender on or prior to the originally scheduled Closing Date (each, an “Existing Mortgages Release”); and # in the event Sellers have been unable to obtain all necessary documentation for one or more Existing Mortgages Release by the then scheduled Closing Date, Sellers shall have the right to extend the Closing Date by up to fifteen (15) days upon written notice to Buyer delivered on or prior to the date that is three (3) business days prior to the then scheduled Closing Date for the sole purpose of allowing Sellers additional time to obtain the same. In the event that Sellers are unable to obtain one or more Existing Mortgages Release as of the Closing Date (as it may be extended) despite having exerted commercially reasonable efforts to do so, notwithstanding anything contained in this Agreement to the contrary, in no event shall such failure be a Sellers default under this Agreement, but rather a failure of a condition to Closing shall have occurred, and the terms of Section 11 of this Agreement shall control.

Release of Mortgages. Except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering the Property incurred by, for, or on behalf of Seller shall be paid by Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Property, or any encumbrance on the fee simple title to the real property that is subject to the Ground Lease.

Mortgages. There is any default (after giving effect to applicable notice and cure periods) under any of the Mortgages; or

Mortgages. The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to [Section 6.11(2)(a)], within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with:

Release of Mortgages. Except as otherwise provided in this Section 3.3 and except for real estate taxes and assessments not yet due and payable as of the Closing, and liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering the Properties incurred by, for, or on behalf of Seller shall be paid by Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Properties. Buyer and Seller acknowledge and agree that # the Constituent Property owned by DDR Del Sol is presently encumbered by a mortgage, deed of trust, assignment of leases and/or other security instruments granted by DDR Del Sol (the “Existing Mortgage”) that secures a portfolio CMBS loan from certain lenders in the original principal amount of $900,000,000 that was obtained on March 11, 2019 (the “Existing CMBS Financing”), which Existing Mortgage must be released at Closing; # Seller shall use commercially reasonable efforts to secure all of the necessary documentation for such release from the lender on or prior to the originally scheduled Closing Date; and # in the event Seller has been unable to obtain all necessary documentation for such release of the Existing Mortgage by the originally scheduled Closing Date, Seller shall have the right to extend the Closing Date by up to fifteen (15) days upon three (3) business days prior written notice to Buyer delivered on or prior to the then-scheduled Closing Date for the sole purpose of allowing Seller additional time to obtain the same. In the event that Seller is unable to obtain the release of the Existing Mortgage as of the Closing Date (as it may be extended) after having exerted commercially reasonable efforts, notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller be in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and either party shall have the right to terminate this Agreement by delivery of written notice to the other party, in which event the Earnest Deposit shall be returned to Buyer (without the requirement or need to receive written instructions from Seller), and neither Seller nor Buyer shall have any further rights or obligations hereunder except for obligations and indemnities that expressly survive termination of this Agreement. Notwithstanding the foregoing, in lieu of Seller being required to discharge the Existing Mortgage of record on or prior to the Closing Date, Seller shall have the right, at no cost or expense to Buyer, to cause the assignment of lender’s interest in the Existing Mortgage and the endorsement and delivery of the notes secured by the Existing Mortgage, such endorsement to be without recourse representation or warranties of any kind, to Buyer’s lender (or, if Buyer’s lender does not take assignment of such Existing Mortgage, to Buyer’s designee). Seller shall reasonably cooperate with Buyer in causing such assignment and endorsement and delivery to be accomplished.

Mortgages. Upon recording thereof in the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder, and when the Mortgages are filed in the offices specified on [Schedule 6] to the Perfection Certificate dated the Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of [Sections 6.11, 6.13 and 6.14]4]4], when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of [Sections 6.11, 6.13 and 6.14]4]4]), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by hereunder.

Mortgages. Tenant accepts this Lease subject and subordinate to any mortgage(s) and/or deed(s) of trust now or at any time hereafter constituting a lien or charge upon the Premises or the improvements situated thereon; provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease will be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Tenant will at any time hereafter on demand execute and provide to Landlord within ten (10) business days of a request therefore, any commercially reasonable instruments, releases or other documents which may be reasonably required by any mortgagee or trustee for the purpose of further subjecting and subordinating this Lease to the lien of any such mortgage or deed to trust in form and substance as reasonably required by such mortgagee or trustee. Notwithstanding the foregoing, it shall be a condition precedent to any subordination that Tenant be provided with a written non-disturbance agreement in the form stipulated by Landlord’s lender (provided that: # Tenant shall be entitled to request of Landlord's lender commercially reasonable revisions to said form at its cost which costs include payment of any attorneys' fees charged to Landlord by Landlord's lender (as reasonably documented by Landlord); and # said form provides that, if the holder of any mortgage or deed of trust shall take title to the Premises through foreclosure or deed in lieu of foreclosure or otherwise, Tenant shall be allowed to continue in possession of the Premises as provided in this Lease so long as Tenant is not in default, beyond any applicable cure period).

Release of Mortgages. All liens securing the LD 13 Facility shall be released and executed payoff letter with authorization for filing the UCC-3 termination statements shall be delivered to OpCo.