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 (including, without limitation, fee title to any Leased Land) shall immediately upon the acquisition thereof by Mortgagor, and without any further mortgage, conveyance or assignment, become subject to the lien of this Senior Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, 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 Senior Guarantee Mortgage. Mortgagor shall, as provided in Section 5.12, from time to time subject to the lien of this Senior Guarantee Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by 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 reasonable efforts to obtain such consent or a waiver thereof. Mortgagor shall cause this instrument and all other instruments of further assurance, including all financing statements and 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 Senior Guarantee Mortgage as a valid direct first mortgage lien of record and a valid first priority security interest on the Trust Estate, subject only to Permitted 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 of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other 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, 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 Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Mortgage or the 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 the Trustee on the date of this Senior Guarantee Mortgage and (c) 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). Upon delivery of all of the items required under this paragraph, any liens or encumbrances on such real property shall constitute Permitted Encumbrances hereunder.

After-Acquired Property; Further Assurances; Recording. All propertyproperty of every kind, real, personal or mixed or any interest therein (other than Excepted Property and Excludable Property), of every kind and description and wheresoever situate, which may be hereafter acquired by Mortgagor (includingthe Company after the date hereof, without limitationshall, fee title to any Leased Land) shall immediately upon the acquisition thereof by Mortgagorthe Company, and without any further mortgage, conveyance or assignment, become subject to the lien of this Senior Guarantee Mortgage as fully as though now owned Indenture; SUBJECT, HOWEVER, to the exceptions permitted by Mortgagor and covered by the Granting Clauses. Section 11.2B. Nevertheless, Mortgagor shall the Company will do, execute, acknowledge and deliver all and every such further acts, conveyances, mortgages, financing statements and assurances as Mortgagee the Trustee shall require for accomplishing the express purposes of this Senior Guarantee MortgageIndenture. Mortgagor shall, as provided in Section 5.12, from time to time subject to the lien of this Senior Guarantee Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by 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 reasonable efforts to obtain such consent or a waiver thereof. Mortgagor shall The Company will cause this instrument Indenture and all Supplemental Indentures and other instruments of further assurance, including all financing statements and continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Prior Lien under Section 5.2 to be 126 promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and shall will execute and file such financing statements and or 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 fully to fully preserve and protect the rights of Mortgagee as a secured party under the Uniform Commercial Code Holders and the Trustee hereunder to all property comprising the Trust Estate (Estate. Furthermore, the Company will use its best efforts to cause all contracts and contract rights of the type and duration set forth in Subdivision C of Granting Clause First and acquired by the Company after the date hereof to become subject to the lien of this Indenture. The Company will furnish to the Trustee: A. promptly after the execution and delivery of each Supplemental Indenture or other instrument of further assurance, an Opinion of Counsel stating that, in the opinion of such Counsel, this Indenture and such Supplemental Indentures and other instruments of further assurance have been properly recorded, registered and filed, or have been received for recording, filing or registration, to the extent a grant of a security interest therein is governed necessary to make effective the lien intended to be created by the Uniform Commercial Code) this Indenture and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to perfect, preserve and protect the rights of the Holders and the Trustee hereunder, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective; and B. within thirty (30) days after January 1 in each year beginning with the year 1998, an Opinion of Counsel, dated as of such date, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this instrument and of all Supplemental Indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the lien of this Senior Guarantee Mortgage as a valid direct first mortgage Indenture (including the lien of record and a valid first priority security interest on any property acquired by the Trust Estate, subject only to Permitted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to Company after the execution and delivery of this Senior Guarantee Mortgageinstrument and owned by the Company at the end of the preceding calendar year) and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder, or stating that, in the opinion of such Counsel, no such action is necessary to maintain such lien. Upon the cancellation and discharge of any financing statement Prior Lien, the Company will cause all cash, obligations and securities then held by the trustee, mortgagee or continuation statement with respect to other holder of such Prior Lien, which were received by such trustee, mortgagee or other holder on account of the personal property constituting part release or the taking by eminent domain or the purchase by a public authority or the sale by virtue of a designation or order of a public authority or any other disposition of, or insurance on, the Trust Estate, and or any instrument of further assurance, and part thereof (including all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out proceeds of or in connection substitutions for any thereof), to be paid to or deposited and pledged with the execution Trustee, such cash to be held and delivery of the Senior Notes, this Senior Guarantee Mortgage, any financing statement paid over 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 applied by Mortgagor of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other 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, 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 Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Mortgage or the 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 the Trustee on the date of this Senior Guarantee Mortgage and (c) 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). Upon delivery of all of the items required under this paragraph, any liens or encumbrances on such real property shall constitute Permitted Encumbrances hereunderas provided in Article VI.

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 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 Lien of this Senior Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor 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 Senior Guarantee MortgageMortgage and the Trust Indenture. Mortgagor shall, as provided in Section 5.125.13, 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 insure ensure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by Mortgagor 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 Mortgagor, the Company or any of its Subsidiaries, as applicable, shall cause this instrument (or other appropriate instruments) and all other instruments of further assurance, including all financing statements and 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 direct first first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) 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, 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 Mortgagor, the Company or any of its Subsidiaries of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other than Excepted Property)i) material to the 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 applicableapplicable 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 Liens or encumbrances (encumbrances, other than Permitted Encumbrances) Liens, which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Mortgage or the Senior Note 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 the Trustee Mortgagee on the date of this Senior Guarantee Mortgage and (c) a Mortgagor's 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). Upon delivery Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any of all 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 items required under 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, unless Mortgagor, the Company or any of its Subsidiaries, as applicable, shall comply with the provisions of this paragraph, any liens or encumbrances on such real property shall constitute Permitted Encumbrances hereunderSection 5.7.

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 (including, without limitation, fee title to any Leased Land) shall immediately upon the acquisition thereof by Mortgagor, and without any further mortgage, conveyance or assignment, become subject to the lien of this Senior Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, 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 Senior Guarantee Partnership Upstream Note Mortgage. Mortgagor shall, as provided in Section 5.12, from time to time subject to the lien of this Senior Guarantee Partnership Upstream Note Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by 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 reasonable efforts to obtain such consent or a waiver thereof. Mortgagor shall cause this instrument and all other instruments of further assurance, including all financing statements and 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 Senior Guarantee Partnership Upstream Note Mortgage as a valid direct first mortgage lien of record and a valid first priority security interest on the Trust Estate, subject only to Permitted 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 NotesPartnership Upstream Note, this Senior Guarantee 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 of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other 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, 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 Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Partnership Upstream Note Mortgage or the Senior 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 the Trustee on the date of this Senior Guarantee Mortgage and (c) 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). Upon delivery of all of the items required under this paragraph, any liens or encumbrances on such real property shall constitute 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 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 Lien of this Senior Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, Mortgagor 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 Senior Guarantee MortgageMortgage and the Trust Indenture. Mortgagor shall, as provided in Section 5.125.13, 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 insure ensure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by Mortgagor 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 Mortgagor, the Company or any of its Subsidiaries, as applicable, shall cause this instrument (or other appropriate instruments) and all other instruments in-struments of further assurance, including all financing statements and continuation 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 Lien of this Senior Guarantee Mortgage as a valid direct first first, (other than with respect to Acquired Indebtedness permitted by the terms of Section 5.11 of the Trust Indenture) 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 Mortgagor, the Company or any of its Subsidiaries of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other than Excepted 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 applicableapplicable 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 Liens or encumbrances (encumbrances, other than Permitted Encumbrances) Liens, which would (A) render title unmarketable or (B) violate any other provision of this Senior Guarantee Mortgage or the Senior Note 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 the Trustee Mortgagee on the date of this Senior Guarantee Mortgage and (c) a Mortgagor's 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). Upon delivery Notwithstanding anything contained herein or in the Trust Indenture to the contrary, neither Mortgagor, the Company nor any of all 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 items required under 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 paragraph, any liens or encumbrances on such real property shall constitute Permitted Encumbrances hereunderSection 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 (including, without limitation, fee title to any Leased Land) shall immediately upon the acquisition thereof by Mortgagor, and without any further mortgage, conveyance or assignment, become subject to the lien of this Senior TCHI Note Guarantee Mortgage as fully as though now owned by Mortgagor and covered by the Granting Clauses. Nevertheless, 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 Senior TCHI Note Guarantee Mortgage. Mortgagor shall, as provided in Section 5.12, from time to time subject to the lien of this Senior TCHI Note Guarantee Mortgage its right, title and interest under all Leases. Mortgagor shall use reasonable efforts to insure that all Operating Assets (other than Excepted Property) or any interest therein hereafter acquired by 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 reasonable efforts to obtain such consent or a waiver thereof. Mortgagor shall cause this instrument and all other instruments of further assurance, including all financing statements and 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 Senior TCHI Note Guarantee Mortgage as a valid direct first mortgage lien of record and a valid first priority security interest on the Trust Estate, subject only to Permitted Encumbrances. Mortgagor shall pay all filing or recording fees, and all expenses incident to the execution and delivery of this Senior 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 Senior NotesAssociates Note, this Senior 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 of any fee interest or leasehold interest in real property having a fair market value exceeding $500,000 (other 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, 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 Encumbrances) which would (A) render title unmarketable or (B) violate any other provision of this Senior TCHI Note Guarantee Mortgage or the Senior 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 the Trustee on the date of this Senior TCHI Note Guarantee Mortgage and (c) 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). Upon delivery of all of the items required under this paragraph, any liens or encumbrances on such real property shall constitute Permitted Encumbrances hereunder.