Common use of Additional Parity Lien Obligations Clause in Contracts

Additional Parity Lien Obligations. (a) The Collateral Agent will, as Collateral Agent hereunder, perform its undertakings set forth in this Agreement with respect to any Parity Lien Debt that is issued or incurred after the date hereof if: (1) such Parity Lien Debt is identified as Parity Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (2) unless such Indebtedness is issued under an existing Parity Lien Document for any Series of Parity Lien Debt whose Authorized Representative is already party to this Agreement, the designated Authorized Representative identified pursuant to Section 3.8(b) signs a Intercreditor Joinder and delivers the same to the Collateral Agent. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Parity Lien Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Parity Lien Debt, shall automatically constitute Parity Lien Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Issuer will be permitted to designate as Parity Lien Debt hereunder any Indebtedness that is incurred by the Issuer or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Parity Lien Documents. The Issuer may only effect such designation by delivering to the Collateral Agent an Additional Parity Lien Debt Designation that: (1) states that the Issuer or such other Grantor intends to incur, or has incurred, additional Parity Lien Debt (“Additional Parity Lien Obligations”) which will be (as specified in such Additional Parity Lien Debt Designation) Parity Lien Debt, not prohibited by any Parity Lien Document to be incurred and secured by a Parity Lien equally and ratably with all other Parity Lien Debt; (2) specifies the name and address of the Authorized Representative for such Parity Lien Obligations for purposes of this Agreement including Section 7.6; (3) states that the Issuer and each other Grantor party thereto has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Parity Lien Obligations are secured by the Collateral in accordance with the Parity Lien Documents; (4) attaches as Exhibit 1 to such Additional Parity Lien Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Issuer and each other Grantor; and (5) states that the Issuer has caused a copy of the Additional Parity Lien Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Authorized Representative. Although the Issuer shall be required to deliver a copy of each Additional Parity Lien Debt Designation and each Intercreditor Joinder to each then existing Authorized Representative, the failure to so deliver a copy of the Additional Parity Lien Debt Designation and/or Intercreditor Joinder to any then-existing Authorized Representative shall not affect the status of such debt as Additional Parity Lien Obligations if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Issuer or any other Grantor to incur additional Indebtedness or Liens if prohibited by the terms of any Parity Lien Documents. (c) With respect to any Parity Lien Debt that is issued or incurred after the date hereof, Issuer and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral Agent, any Authorized Representative or any Act of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Parity Lien Obligations are secured by, and entitled to the benefits of, the relevant Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Agent to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). Issuer and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, Issuer and the respective Grantors, on a joint and several basis (subject to Section 7.11). (d) Without limitation of the foregoing, Issuer and each of the other Grantors agrees to take the following actions with respect to any real property Collateral located in the United States securing all Additional Parity Lien Obligations within 75 days of the later of the delivery of the Additional Parity Lien Obligations Designation and the acquisition of such real property Collateral located in the United States (provided, that, to the extent the following actions are not completed within such 75 day period the Issuer and each other Grantor agrees to use commercially reasonable efforts to take such actions until such time, if any, as the Issuer determines that any further efforts to take any such action would be commercially futile, as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Agent): (1) Issuer and the other applicable Grantors shall enter into, and deliver to the Collateral Agent a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Agent and the Controlling Representative and the Issuer and such other Grantors are jointly and severally liable (subject to Section 7.11) to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; (2) Issuer or the applicable Grantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and the Controlling Representative; (3) Issuer or the applicable Grantor will cause a title company reasonably acceptable to the Collateral Agent and the Controlling Representative to have delivered to the Collateral Agent a title insurance policy, date down(s), title endorsement or other evidence reasonably satisfactory to the Collateral Agent and the Controlling Representative (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Mortgage(s) as security for the Parity Lien Obligations (after including such Additional Parity Lien Obligations) has not changed and, if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Parity Lien Debt then being incurred shall be enforceable and have the same priority as any existing Mortgage securing then existing Parity Lien Obligations, (ii) confirming and/or insuring that since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Parity Lien Obligations, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in the case of each of the foregoing subclauses (i), (ii), and (iii), other than with respect to Liens permitted by each Parity Lien Document (without adding any additional exclusions or exceptions to coverage, other than Liens permitted under the Parity Lien Documents)); and (4) the applicable Grantor shall deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modification, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority of the Lien of the mortgage(s) as set forth above and contemplated hereby and by the Parity Lien Documents.

Additional Parity Lien Obligations. (a) The Collateral Agent Trustee will, as Collateral Agent Trustee hereunder, perform its undertakings set forth in this Agreement with respect to any Parity Lien Debt that is issued or incurred after the date hereof if: (1) such Parity Lien Debt is identified as Parity Lien Debt in accordance with the procedures set forth in Section 3.8(b); and (2) unless such Indebtedness Funded Debt is issued under an existing Parity Lien Document for any Series of Parity Lien Debt whose Authorized Representative is already party to this Agreement, the designated Authorized Representative identified pursuant to Section 3.8(b) signs a Intercreditor Collateral Trust Joinder and delivers the same to the Collateral AgentTrustee. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Parity Lien Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Parity Lien Debt, shall automatically constitute Parity Lien Debt and shall not require compliance with the procedures set forth in Section 3.8(b). (b) The Issuer will be permitted to designate as Parity Lien Debt hereunder any Indebtedness Funded Debt that is incurred by the Issuer, Co-Issuer or any other Grantor after the date of this Agreement in accordance with the terms of all applicable Parity Lien Documents. The Issuer may only effect such designation by delivering to the Collateral Agent Trustee (i) an Officers’ Certificate stating that the incurrence of such Additional Parity Lien Debt is authorized and permitted by the Parity Lien Documents and (ii) an Additional Parity Lien Debt Designation that: (1) states that the Issuer, Co-Issuer or such other Grantor intends to incur, or has incurred, additional Parity Lien Debt (“Additional Parity Lien Obligations”) which will be (as specified in such Additional Parity Lien Debt Designation) Parity Lien Debt, not prohibited by any Parity Lien Document to be incurred and secured by a Parity Lien equally and ratably with all other Parity Lien Debt; (2) specifies the name and address of the Authorized Representative for such Parity Lien Obligations for purposes of this Agreement including Section 7.6; (3) states that the Issuer, Co-Issuer and each other Grantor party thereto has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Parity Lien Obligations are secured by the Collateral in accordance with the Parity Lien Documents; (4) attaches as Exhibit 1 to such Additional Parity Lien Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Issuer, Co-Issuer and each other Grantor; and (5) states that the Issuer has caused a copy of the Additional Parity Lien Debt Designation and the related Intercreditor Collateral Trust Joinder to be delivered to each then existing Authorized Representative. Although the Issuer shall be required to deliver a copy of each Additional Parity Lien Debt Designation and each Intercreditor Collateral Trust Joinder to each then existing Authorized Representative, the failure to so deliver a copy of the Additional Parity Lien Debt Designation and/or Intercreditor Collateral Trust Joinder to any then-existing Authorized Representative shall not affect the status of such debt as Additional Parity Lien Obligations if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Issuer, Co-Issuer or any other Grantor to incur additional Indebtedness Funded Debt or Liens if prohibited by the terms of any Parity Lien Documents. (c) With respect to any Parity Lien Debt that is issued or incurred after the date hereof, the Issuer, Co-Issuer and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral AgentTrustee, any Authorized Representative or any Act of Required Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Security Documents (or execute and deliver such additional Security Documents) as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below)Persons, to ensure that the Additional Parity Lien Obligations are secured by, and entitled to the benefits of, the relevant Security Documents, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Agent Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Security Documents). Issuer, Co-Issuer and each Grantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Issuer, Co-Issuer and the respective Grantors, on a joint and several basis (subject to Section 7.11). (d) Without limitation of the foregoing, Issuer and each of the other Grantors agrees to take the following actions with respect to any real property Collateral located in the United States securing all Additional Parity Lien Obligations within 75 days of the later of the delivery of the Additional Parity Lien Obligations Designation and the acquisition of such real property Collateral located in the United States (provided, that, to the extent the following actions are not completed within such 75 day period the Issuer and each other Grantor agrees to use commercially reasonable efforts to take such actions until such time, if any, as the Issuer determines that any further efforts to take any such action would be commercially futile, as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Agent): (1) Issuer and the other applicable Grantors shall enter into, and deliver to the Collateral Agent a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Agent and the Controlling Representative and the Issuer and such other Grantors are jointly and severally liable (subject to Section 7.11) to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; (2) Issuer or the applicable Grantor will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and the Controlling Representative; (3) Issuer or the applicable Grantor will cause a title company reasonably acceptable to the Collateral Agent and the Controlling Representative to have delivered to the Collateral Agent a title insurance policy, date down(s), title endorsement or other evidence reasonably satisfactory to the Collateral Agent and the Controlling Representative (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Mortgage(s) as security for the Parity Lien Obligations (after including such Additional Parity Lien Obligations) has not changed and, if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Parity Lien Debt then being incurred shall be enforceable and have the same priority as any existing Mortgage securing then existing Parity Lien Obligations, (ii) confirming and/or insuring that since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Parity Lien Obligations, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in the case of each of the foregoing subclauses (i), (ii), and (iii), other than with respect to Liens permitted by each Parity Lien Document (without adding any additional exclusions or exceptions to coverage, other than Liens permitted under the Parity Lien Documents)); and (4) the applicable Grantor shall deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modification, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority of the Lien of the mortgage(s) as set forth above and contemplated hereby and by the Parity Lien Documents.

Additional Parity Lien Obligations. (a) The Collateral Agent willTrustee will perform, as Collateral Agent collateral trustee hereunder, perform its undertakings set forth in this Agreement Section 3.1(a) with respect to any each holder of Parity Lien Debt Obligations that is are issued or incurred after the date hereof ifthat: (1) such holds Parity Lien Debt is Obligations that are identified as Parity Lien Debt Obligations in accordance with the procedures set forth in Section 3.8(b); and (2) unless such Indebtedness is issued under an existing Parity Lien Document for any Series of signs, through its designated Parity Lien Debt whose Authorized Representative is already party to this Agreement, the designated Authorized Representative identified pursuant to Section 3.8(b) signs ), a Intercreditor Collateral Trust Joinder and delivers the same to the Collateral Agent. Notwithstanding Trustee at the foregoing, (x) the time of incurrence of revolving credit obligations under commitments that have previously been designated as such Series of Parity Lien Debt and (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as or other Parity Lien DebtObligation. Each such holder shall also have an obligation to deliver, shall automatically constitute through its designated Parity Lien Debt and shall not require compliance with the procedures set forth in Representative identified pursuant to Section 3.8(b), or any agent, a Collateral Trust Joinder simultaneously to each other Parity Lien Debt Representative at the time of incurrence of such Series of Parity Lien Debt or other Parity Lien Obligation. (b) The Issuer Subject to the terms of Section 10.5(b) of the Intercreditor Agreement, Company will be permitted to designate as an additional holder of Parity Lien Debt Obligations hereunder any Indebtedness that is each Person who is, or who becomes, the registered holder of Parity Lien Obligations incurred by the Issuer Company or any other Grantor Guarantor after the date of this Agreement in accordance with the terms of all applicable Parity Lien Documents. The Issuer Company may only effect such designation by delivering to the Collateral Agent Trustee an Additional Parity Lien Debt Designation that: (1) states that the Issuer Company or such other Grantor Guarantor intends to incur, or has incurred, incur additional Parity Lien Debt Obligations (“Additional Parity Lien ObligationsDebt”) which will be (as specified in such Additional Parity Lien Debt Designation) Parity Lien Debt, not prohibited Obligations permitted by any each applicable Parity Lien Document to be incurred and secured by a Parity Lien equally and ratably with all other previously existing and future Parity Lien DebtObligations; (2) specifies the name and address of the Authorized Parity Lien Debt Representative for such series of Additional Parity Lien Obligations Debt for purposes of this Agreement including Section 7.6; (3) states that the Issuer Company and each other Grantor party thereto Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) ), or agreed to record (or agreed to cause to be recorded), in each appropriate governmental office all relevant filings and recordations deemed necessary by Company or the Guarantors and the holder of such Additional Parity Lien Debt, or its Parity Lien Debt Representative, to ensure that the Additional Parity Lien Obligations are Debt is secured by the Collateral in accordance with the Parity Lien Security Documents; (4) attaches as Exhibit 1 to such Additional Parity Lien Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Issuer Company and each other GrantorGuarantor; and (5) states that the Issuer Company has caused a copy of the Additional Parity Lien Debt Designation and the related Intercreditor Collateral Trust Joinder to be delivered to each then existing Authorized Parity Lien Debt Representative. Although the Issuer Company shall be required to deliver a copy of each Additional Parity Lien Debt Designation and each Intercreditor Collateral Trust Joinder to each then existing Authorized Parity Lien Debt Representative, the failure to so deliver a copy of the Additional Parity Lien Debt Designation and/or Intercreditor Collateral Trust Joinder to any then-then existing Authorized Parity Lien Debt Representative shall not affect the status of such debt as Additional Parity Lien Obligations Debt if the other requirements of this Section 3.8 are complied with. The Collateral Trustee shall have the right to request that Company provide a legal opinion of counsel as to the Additional Parity Lien Debt being secured by a valid and perfected security interest in the Collateral and the other then existing Parity Lien Debt Representatives shall have the right to receive from the Company a copy of any such legal opinion; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of Company. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Issuer Company or any other Grantor Guarantor to incur additional secured Indebtedness or Liens if prohibited unless otherwise permitted by the terms of any all applicable Parity Lien Documents. (c) With respect to any Parity Lien Debt Obligations that is are issued or incurred after the date hereof, Issuer Company and each of the other Grantors agrees Guarantors agree to take such actions (if any) as may from time to time reasonably be requested by the Collateral AgentTrustee, any Authorized Parity Lien Debt Representative or any Act of Required Secured PartiesParity Lien Debtholders, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Parity Lien Security Documents (or execute and deliver such additional Parity Lien Security Documents) as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Parity Lien Obligations are Debt is secured by, and entitled to the benefits of, the relevant Parity Lien Security Documents, and each Parity Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Agent Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Parity Lien Security Documents). Issuer Company and each Grantor Guarantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, Issuer Company and the respective GrantorsGuarantors, on a joint and several basis (subject to Section 7.11)basis. (d) Without limitation of the foregoing, Issuer Company and each of the other Grantors agrees Guarantors agree to take the following actions within 60 days of the date of such Additional Parity Lien Debt is incurred with respect to any real property Collateral located in the United States securing granted or purported to be granted at any time to any Parity Lien Secured Party as security for any Parity Lien Obligation with respect to all Additional Parity Lien Obligations within 75 days of the later of the delivery of the Additional Parity Lien Obligations Designation and the acquisition of such real property Collateral located in the United States (provided, that, to the extent the following actions are not completed within such 75 day period the Issuer and each other Grantor agrees to use commercially reasonable efforts to take such actions until such time, if any, as the Issuer determines that any further efforts to take any such action would be commercially futile, as evidenced by an Officer’s Certificate to that effect delivered to the Collateral Agent):Debt: (1) Issuer Company and the other applicable Grantors Guarantors shall enter into, and deliver to the Collateral Agent Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, ) at the time of such incurrence, in proper form for recording in all applicable jurisdictions, in a form and substance reasonably satisfactory to the Collateral Agent and the Controlling Representative and the Issuer and such other Grantors are jointly and severally liable (subject to Section 7.11) to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing Trustee or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situatedany Parity Lien Debt Representative; (2) Issuer or Company and the applicable Grantor Guarantors will cause to be delivered a local counsel opinion with respect to each such Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and the Controlling Trustee or any Parity Lien Debt Representative;; and (3) Issuer or Subject to Section 7.3(c), Company and the applicable Grantor Guarantors will cause a title company reasonably acceptable to the Collateral Agent and the Controlling Representative to have delivered to the Collateral Agent a Trustee an endorsement to each title insurance policypolicy then in effect for the benefit of the Parity Lien Secured Parties, date down(s), title endorsement ) or other evidence reasonably satisfactory to the Collateral Agent and the Controlling Trustee or any Parity Lien Debt Representative (which may include a new title insurance policy, where appropriate endorsement or a date-down is unavailable) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Mortgage(s) as security for the Parity Lien Obligations (after including such Additional Parity Lien Obligations) has not changed and, if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Parity Lien Debt Obligations then being incurred shall be enforceable and have the same priority as any existing Mortgage securing then existing Parity Lien Obligations, (ii) confirming and/or insuring that since the later of the original date of such title insurance product policy then in effect and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Parity Lien ObligationsDebt, there has been no material adverse change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in the each case of each of the foregoing subclauses (i), (ii), and (iii), other than with respect to Liens permitted by each Parity Lien Document. (e) Company shall have the right at any time on or after the Collateral Trust Obligations Payment Date has occurred, to enter into any Parity Lien Document (without adding any additional exclusions or exceptions to coverage, other than Liens permitted under evidencing Parity Lien Obligations which incurrence is not prohibited by the applicable Parity Lien Documents, and to designate such Indebtedness as Parity Lien Obligations in accordance with Section 3.8(b). At any time from and after the date of such designation pursuant to Section 3.8(b); and , subject to compliance with Sections 3.8(c) and (4) the applicable Grantor shall deliver to the approved title companyd), the Collateral Agent and/or obligations under such Parity Lien Document shall automatically and without further action be treated as Parity Lien Obligations for all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modificationpurposes of this Agreement, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority including for purposes of the Lien priorities and rights in respect of the mortgage(s) as Collateral set forth above and contemplated hereby and by the Parity Lien Documentsherein.