Common use of After-Acquired Property; Further Assurances; Recording Clause in Contracts

After-Acquired Property; Further Assurances; Recording. All property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor, the Company or any of its Subsidiaries (including, without limitation, fee title to any Leased Land) which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, shall immediately upon the acquisition thereof by Mortgagor, the Company or any of its Subsidiaries, and without any further mortgage, conveyance or assignment, become subject to the Lien of this Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor, the Company or any of its Subsidiaries, as applicable, shall do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee shall require for accomplishing the express purposes of this Mortgage and the Trust Indenture. Mortgagor shall, as provided in Section 5.13, from time to time subject to the Lien of this Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to ensure that all Operating Assets or any interest therein hereafter acquired by Mortgagor, the Company or any of its Subsidiaries shall be assignable to Mortgagee, and to the extent such assignment to Mortgagee requires the consent of any governmental authority or any other Person, Mortgagor shall use all reasonable efforts to obtain such consent or a waiver thereof. Mortgagor, the Company or any of its Subsidiaries, as applicable, shall cause this instrument (or other appropriate instruments) and all other in-struments of further assurance, including all financing statements and contin-uation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law or as requested by Mortgagee to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code to all property comprising the Trust Estate (to the extent a grant of a security interest therein is governed by the Uniform Commercial Code) and to perfect, preserve and protect the Lien of this Mortgage as a valid first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) mortgage Lien of record and a valid first (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) priority security interest on the Trust Estate subject to Permitted Liens (including, without limitation, the Superior Mortgages), other than Restricted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate or any instrument of further assurance. Mortgagor shall furnish to Mortgagee promptly after the acquisition hereafter by Mortgagor, the Company or any of its Subsidiaries of any fee interest or leasehold interest in real property (i) material to the opera- tion of Mortgagor, (ii) which is necessary for the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits or (iii) which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, (a) a mortgagee policy of title insurance on the most recent form of American Land Title Association standard loan policy, extended coverage, which policy shall (i) contain all such endorsements and affirmative insurance, to the extent reasonably applicable and available at the then standard published rates for the State of New Jersey (or if there shall be no such published rates, at commercially reasonable premiums), as is contained in the Original Policy and (ii) evidence that title to such real property is subject to no Liens or encumbrances, other than Permitted Liens, which would (A) render title unmarketable or (B) violate any other provision of this Mortgage or the Trust Indenture, (b) an as-built survey meeting the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", certified within 60 days prior to the acquisition date by a surveyor licensed in the State of New Jersey using the same form of certification as that contained in the surveys of the Premises delivered to Mortgagee on the date of this Mortgage and (c) an Officers' Certificate certifying that the mortgagee policy of title insurance and survey delivered pursuant to clauses (a) and (b) comply, respectively, with the provisions of such clauses (a) and (b). Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any of its Subsidiaries may acquire any property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate (including, without limitation, fee title to any Leased Land), which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Sub-sidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this Section 5.07.

After-Acquired Property; Further Assurances; Recording. All property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor (including, without limitation, fee title to any Leased Land) which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, shall immediately upon the acquisition thereof by Mortgagor, the Company or any of its Subsidiaries, and without any further mortgage, conveyance or assignment, become subject to the Lien lien of this Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee shall require for accomplishing the express purposes of this Mortgage and the Trust IndentureSenior Partnership Upstream Note Mortgage. Mortgagor shall, as provided in Section 5.135.12, from time to time subject to the Lien lien of this Senior Partnership Upstream Note Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to ensure insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor shall be assignable to Mortgagee, and to the extent such assignment to Mortgagee requires the consent of any governmental authority or any other Person, Mortgagor shall use all reasonable efforts to obtain such consent or a waiver thereof. Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall cause this instrument (or other appropriate instruments) and all other in-struments instruments of further assurance, including all financing statements and contin-uation continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law or as requested by Mortgagee to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code to all property comprising the Trust Estate (to the extent a grant of a security interest therein is governed by the Uniform Commercial Code) and to perfect, preserve and protect the Lien lien of this Senior Partnership Upstream Note Mortgage as a valid first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) direct first mortgage Lien lien of record and a valid first (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) priority security interest on the Trust Estate Estate, subject only to Permitted Liens (including, without limitation, the Superior Mortgages), other than Restricted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Senior Partnership Upstream Note, this Senior Partnership Upstream Note Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate or any instrument of further assurance. Mortgagor shall furnish to Mortgagee promptly after the acquisition hereafter by Mortgagor, the Company or any of its Subsidiaries Mortgagor of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (iother than Excepted Property) material to the opera- tion of Mortgagor, (ii) which is necessary for the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits or (iii) which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, (a) a mortgagee policy of title insurance on the most recent form of American Land Title Association standard loan policy, extended coverage, which policy shall (i) contain all such endorsements and affirmative insurance, to the extent reasonably applicable and available at the then standard published rates for the State of New Jersey (or if there shall be no such published rates, at commercially reasonable premiums)applicable, as is contained in the Original Policy and (ii) evidence that title to such real property is subject to no Liens liens or encumbrances, encumbrances (other than Permitted Liens, Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior Partnership Upstream Note Mortgage or the Trust TCHI Note Indenture, (b) an as-built survey meeting the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", certified within 60 days prior to the acquisition date by a surveyor licensed in the State of New Jersey using the same form of certification as that contained in the surveys of the Premises delivered to Mortgagee the Trustee on the date of this Mortgage and (c) an Officers' a Mortgagor's Certificate certifying that the mortgagee policy of title insurance and survey delivered pursuant to clauses (a) and (b) comply, respectively, with the provisions of such clauses (a) and (b). Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any Upon delivery of its Subsidiaries may acquire any property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate (including, without limitation, fee title to any Leased Land), which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation all of the Casino Hotel items required under this paragraph, any liens or which encumbrances on such real property shall be acquired by Mortgagor or the Company or any of its Sub-sidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this Section 5.07constitute Permitted Encumbrances hereunder.

After-Acquired Property; Further Assurances; Recording. All property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor (including, without limitation, fee title to any Leased Land) which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, shall immediately upon the acquisition thereof by Mortgagor, the Company or any of its Subsidiaries, and without any further mortgage, conveyance or assignment, become subject to the Lien lien of this Senior Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee shall require for accomplishing the express purposes of this Mortgage and the Trust IndentureSenior Guarantee Mortgage. Mortgagor shall, as provided in Section 5.135.12, from time to time subject to the Lien lien of this Senior Guarantee Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to ensure insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor shall be assignable to Mortgagee, and to the extent such assignment to Mortgagee requires the consent of any governmental authority or any other Person, Mortgagor shall use all reasonable efforts to obtain such consent or a waiver thereof. Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall cause this instrument (or other appropriate instruments) and all other in-struments instruments of further assurance, including all financing statements and contin-uation continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law or as requested by Mortgagee to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code to all property comprising the Trust Estate (to the extent a grant of a security interest therein is governed by the Uniform Commercial Code) and to perfect, preserve and protect the Lien lien of this Senior Guarantee Mortgage as a valid first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) direct first mortgage Lien lien of record and a valid first (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) priority security interest on the Trust Estate Estate, subject only to Permitted Liens (including, without limitation, the Superior Mortgages), other than Restricted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this Senior Guarantee Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Senior Notes, this Senior Guarantee Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate or any instrument of further assurance. Mortgagor shall furnish to Mortgagee promptly after the acquisition hereafter by Mortgagor, the Company or any of its Subsidiaries Mortgagor of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (i) material to the opera- tion of Mortgagor, (ii) which is necessary for the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits or (iii) which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indentureother than Excepted Property), (a) a mortgagee policy of title insurance on the most recent form of American Land Title Association standard loan policy, extended coverage, which policy shall (i) contain all such endorsements and affirmative insurance, to the extent reasonably applicable and available at the then standard published rates for the State of New Jersey (or if there shall be no such published rates, at commercially reasonable premiums)applicable, as is contained in the Original Policy and (ii) evidence that title to such real property is subject to no Liens liens or encumbrances, encumbrances (other than Permitted Liens, Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Mortgage or the Trust Senior Note Indenture, (b) an as-built survey meeting the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", certified within 60 days prior to the acquisition date by a surveyor licensed in the State of New Jersey using the same form of certification as that contained in the surveys of the Premises delivered to Mortgagee the Trustee on the date of this Senior Guarantee Mortgage and (c) an Officers' a Mortgagor's Certificate certifying that the mortgagee policy of title insurance and survey delivered pursuant to clauses (a) and (b) comply, respectively, with the provisions of such clauses (a) and (b). Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any Upon delivery of its Subsidiaries may acquire any property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate (including, without limitation, fee title to any Leased Land), which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation all of the Casino Hotel items required under this paragraph, any liens or which encumbrances on such real property shall be acquired by Mortgagor or the Company or any of its Sub-sidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this Section 5.07constitute Permitted Encumbrances hereunder.

After-Acquired Property; Further Assurances; Recording. All property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor, the Company or any of its Subsidiaries (including, without limitation, fee title to any Leased Land) which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, shall immediately upon the acquisition thereof by Mortgagor, the Company or any of its Subsidiaries, and without any further mortgage, conveyance or assignment, become subject to the Lien of this Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor, the Company or any of its Subsidiaries, as applicable, shall do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee shall require for accomplishing the express purposes of this Mortgage and the Trust Indenture. Mortgagor shall, as provided in Section 5.13, from time to time subject to the Lien of this Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to ensure that all Operating Assets or any interest therein hereafter acquired by Mortgagor, the Company or any of its Subsidiaries shall be assignable to Mortgagee, and to the extent such assignment to Mortgagee requires the consent of any governmental authority or any other Person, Mortgagor shall use all reasonable efforts to obtain such consent or a waiver thereof. Mortgagor, the Company or any of its Subsidiaries, as applicable, shall cause this instrument (or other appropriate instruments) and all other in-struments instruments of further assurance, including all financing statements and contin-uation continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law or as requested by Mortgagee to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code to all property comprising the Trust Estate (to the extent a grant of a security interest therein is governed by the Uniform Commercial Code) and to perfect, preserve and protect the Lien of this Mortgage as a valid first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) mortgage Lien of record and a valid first (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) priority security interest on the Trust Estate subject to Permitted Liens (including, without limitation, the Superior Mortgages)Liens, other than Restricted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate or any instrument of further assurance. Mortgagor shall furnish to Mortgagee promptly after the acquisition hereafter by Mortgagor, the Company or any of its Subsidiaries of any fee interest or leasehold interest in real property (i) material to the opera- tion operation of Mortgagor, (ii) which is necessary for the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits or (iii) which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, (a) a mortgagee policy of title insurance on the most recent form of American Land Title Association standard loan policy, extended coverage, which policy shall (i) contain all such endorsements and affirmative insurance, to the extent reasonably applicable and available at the then standard published rates for the State of New Jersey (or if there shall be no such published rates, at commercially reasonable premiums), as is contained in the Original Policy and (ii) evidence that title to such real property is subject to no Liens or encumbrances, other than Permitted Liens, which would (A) render title unmarketable or (B) violate any other provision of this Mortgage or the Trust Indenture, (b) an as-built survey meeting the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", certified within 60 days prior to the acquisition date by a surveyor licensed in the State of New Jersey using the same form of certification as that contained in the surveys of the Premises delivered to Mortgagee on the date of this Mortgage and (c) an Officers' Certificate certifying that the mortgagee policy of title insurance and survey delivered pursuant to clauses (a) and (b) comply, respectively, with the provisions of such clauses (a) and (b). Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any of its Subsidiaries may acquire any property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate (including, without limitation, fee title to any Leased Land), which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Sub-sidiaries Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this Section 5.075.7.

After-Acquired Property; Further Assurances; Recording. All property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor (including, without limitation, fee title to any Leased Land) which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation of the Casino Hotel or which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, shall immediately upon the acquisition thereof by Mortgagor, the Company or any of its Subsidiaries, and without any further mortgage, conveyance or assignment, become subject to the Lien lien of this TCHI Note Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee shall require for accomplishing the express purposes of this Mortgage and the Trust IndentureTCHI Note Guarantee Mortgage. Mortgagor shall, as provided in Section 5.135.12, from time to time subject to the Lien lien of this TCHI Note Guarantee Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to ensure insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by Mortgagor, the Company or any of its Subsidiaries Mortgagor shall be assignable to Mortgagee, and to the extent such assignment to Mortgagee requires the consent of any governmental authority or any other Person, Mortgagor shall use all reasonable efforts to obtain such consent or a waiver thereof. Mortgagor, the Company or any of its Subsidiaries, as applicable, Mortgagor shall cause this instrument (or other appropriate instruments) and all other in-struments instruments of further assurance, including all financing statements and contin-uation continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law or as requested by Mortgagee to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code to all property comprising the Trust Estate (to the extent a grant of a security interest therein is governed by the Uniform Commercial Code) and to perfect, preserve and protect the Lien lien of this TCHI Note Guarantee Mortgage as a valid first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) direct first mortgage Lien lien of record and a valid first (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) priority security interest on the Trust Estate Estate, subject only to Permitted Liens (including, without limitation, the Superior Mortgages), other than Restricted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this TCHI Note Guarantee Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Associates Note, this TCHI Note Guarantee Mortgage, any financing statement or continuation statement with respect to the personal property constituting part of the Trust Estate or any instrument of further assurance. Mortgagor shall furnish to Mortgagee promptly after the acquisition hereafter by Mortgagor, the Company or any of its Subsidiaries Mortgagor of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (i) material to the opera- tion of Mortgagor, (ii) which is necessary for the normal operation of the Casino Hotel in accordance with all Legal Requirements and all Permits or (iii) which shall be acquired by Mortgagor or the Company or any of its Subsidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indentureother than Excepted Property), (a) a mortgagee policy of title insurance on the most recent form of American Land Title Association standard loan policy, extended coverage, which policy shall (i) contain all such endorsements and affirmative insurance, to the extent reasonably applicable and available at the then standard published rates for the State of New Jersey (or if there shall be no such published rates, at commercially reasonable premiums)applicable, as is contained in the Original Policy and (ii) evidence that title to such real property is subject to no Liens liens or encumbrances, encumbrances (other than Permitted Liens, Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this TCHI Note Guarantee Mortgage or the Trust TCHI Note Indenture, (b) an as-built survey meeting the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", certified within 60 days prior to the acquisition date by a surveyor licensed in the State of New Jersey using the same form of certification as that contained in the surveys of the Premises delivered to Mortgagee the Trustee on the date of this TCHI Note Guarantee Mortgage and (c) an Officers' a Mortgagor's Certificate certifying that the mortgagee policy of title insurance and survey delivered pursuant to clauses (a) and (b) comply, respectively, with the provisions of such clauses (a) and (b). Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any Upon delivery of its Subsidiaries may acquire any property, real, personal or mixed or any interest therein (other than Excepted Property), of every kind and description and wheresoever situate (including, without limitation, fee title to any Leased Land), which shall be used or materially useful in connection with the Trust Estate or any part thereof or shall otherwise materially relate to the operation all of the Casino Hotel items required under this paragraph, any liens or which encumbrances on such real property shall be acquired by Mortgagor or the Company or any of its Sub-sidiaries from proceeds due to an Event of Loss with respect to the Premises in accordance with the provisions of Section 5.15 of the Trust Indenture, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this Section 5.07constitute Permitted Encumbrances hereunder.